Distinguish between the Ultramares and the Restatement Rule regarding an accountant's liability to third parties.
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- a. Benson goes into bankruptcy. His estate is not sufficient to pay all taxes owed. Explain whether Benson’s taxes are discharged by the proceedings. b. Benson obtained property from Anderson on credit by representing that he was solvent when in fact he knew he was insolvent. Explain whether Benson’s debt to Anderson is discharged by Benson’s discharge in bankruptcy.If a member of a limited liability company dissociates from the firm in violation of the operating agreement, the member can be held liable for any loss to the business resulting from the withdrawal. True FalseEvelyn, Francis and George, run a business buying and selling wigs. They have been advised by their lawyer to form a private limited company to run the business. They have contacted you for a second opinion, particularly in respect of:1.The extent to which they will have the same right to be involved in the management of the private limited company; 2.Thepublic disclosure to which the business would be subjected to as a private limited company. Having discussed these aspects with specific reference to the Companies Act, 2019 (Act 992), advise them of the choice they should make between the two alternatives, or any other options available to them.
- The Johnson Company, a corporation organized under the laws of State X, after proper authorization by the shareholders, sold its entire assets to the Samson Company, also a State X corporation. Ellen, an unpaid creditor of the Johnson Company, sues the Samson Company upon her claim. Is Samson liable? Explain."Lillian Pritchard was a director of Pritchard & Baird Corporation, a business founded by her husband. After the death of her husband, her sons took control of the corporation. For two years, they looted the assets of the corporation through theft and improper payments. The corporation’s financial statements revealed the improper payments to the sons, but Mrs. Pritchard did not read the financial statements. She did not know what her sons were doing to the corporation or that what they were doing was unlawful. When Mrs. Pritchard was sued for failing to protect the assets of the corporation, she argued that she was a figurehead director, a simple housewife who served as a director as an accommodation to her husband and sons. Was Mrs. Pritchard held liable?"describing a Limited Liability Company (LLC) business that would created. Indicate a specific provisions that would be include in the LLC's Articles of Organization.
- a debtor fails to appear at the Chapter 7 creditors' meeting, the court may refuse to grant the bankruptcy. True FalseAdvise Tom, Jamal, and Jackie on their potential liability to secured and unsecured creditors of their company under the Companies Act 2006, the Insolvency Act 1986, and the relevant case law.The McDonald Investment Company was a corporation organized and incorporated in the state of Minnesota. The principal and only place of business from which the company conducted operations was Rush City, Minnesota. More than 80 percent of the company’s assets were located in Minnesota, and more than 80 percent of its income was derived from Minnesota. McDonald sold securities to Minnesota residents only. The proceeds from the sale were used entirely to make loans and other investments in real estate and other assets located outside the state of Minnesota. The company did not file a registration statement with the SEC. Does this offering qualify for an intrastate offering exemption from registration? Explain your answer.
- Subject: acountingSkip and Jack are the shareholders of the Blue Fish Event Corporation. Skip and Jack regularly put on classy events on or near the beach, so they have a special insurance policy to protect their assets. Business has been slow as fewer large beach weddings are taking place, so Skip and Jack use a large fan to blow down and damage most of their décor assets, some of which were personal assets of Skip and Jack, to collect the insurance benefits. (a) Assuming their acts are proven, will a court allow Skip and Jack to recover the insurance money? (b) Is this a situation where the corporate veil may be pierced? Why or why not? (c) What would it mean for Skip and Jack if the corporate veil is pierced in this situation?Conclude by stating the benefits and drawbacks of using Artical of association and its usefulness(if any) to govern the operations of a company.