Case s ummary: Person DE was serving as the chief financial officer for a company REC. The company was an electricity distributor in some parts of North Dakota. Company, REC was taking over a company, DGI that was distributing natural gas within the premises of North Dakota. DE went for a trip with his uncle EW. During the trip, DE told his uncle that he has been investing a lot of extra time in company REC as it was taking over the natural gas distributing company DGI. Person EW purchased a stock of
To f ind : The person who will be authorized to certify the accuracy of the financial statement of REC under Sarbanes Oxley Act.
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Chapter 28 Solutions
The Legal Environment of Business: Text and Cases (MindTap Course List)
- I think this type of business is an LLC or partnership but I am not 100% sure what kind of business is formed with just investors.arrow_forwardThe client seeks advice concerning the actions of the majority stockholder in a small corporation. The majority stockholder owns 58 percent of the stock, and the client and another shareholder together own 42 percent. The majority stockholder controls the board of directors and is president of the corporation. He refuses to allow the corporation to issue any stock dividends. Until recently, the client and the other minority stockholder worked for the corporation. Last month, the majority stockholder fired the client and the minority stockholder. What sections of Am. Jur. 2d discuss this topic?arrow_forwardConsidering the following statements true or false. 1.Circumstances whereby the CFA member breaches client confidentiality are acceptable in circumstances directed by the client in writing. 2.Mosaic theory damages the interest of all investors by disrupting the smooth functioning of forward markets and lowering investor confidence. 3.As a philosophical ethical principle, when analysing actions undertaken, it is acceptable that an act can be seen as good or bad regardless of the underlying/relevant circumstances. 4.As part of Standard IV, as a superior, it is not your responsibility to ensure ethical behaviour of your subordinates. 5.Premium investment services should be designed in such a way that, while beneficial to those who are in a position to take advantage of them, they are not unfairly disadvantages to other classes of clients.arrow_forward
- Several months ago, Amanda Potter became a trustee of Breakthrough, a UK charity that supports educational and cultural initiatives for underprivileged children. Potter was invited to join the board of trustees by the board chairman, a long-time friend. In the time since her appointment, Potter has begun to learn about the activities of the charity; however, there are still aspects of operations and funding about which she is not altogether clear. There is some disagreement between trustees about whether the main area of activity for the charity should be educational or whether it should focus more on cultural activities. The board of trustees has met only twice since her appointment, and Potter now understands that many of the policy decisions are made by the chief executive of the organisation and his small management team. Since her appointment, Potter feels that she has done very little as a trustee. She is also annoyed that she has twice been asked to find individuals or companies…arrow_forwardJeremy is considering a corporate recapitalization as a gifting technique and has come to his financial planner for more information. Which of the following statements regarding corporate recapitalization are CORRECT? The stock is recapitalized and divided into nonvoting preferred stock and voting common stock. Jeremy retains control of the corporation through the voting rights associated with his preferred stock. Recapitalization can be used in any corporation. The gift of stock given to the junior family members may qualify for valuation discounts. A) II, III, and IV B) I and III C) II and IV D) I and IIarrow_forwardMayflower Trucking Inc. incorporates and issues 1000 shares of common stock. Shawn owns 600 shares of Mayflower stock. If Mayflower is electing three directors and Shawn is the only shareholder to show up at the meeting: there is a quorum. there is not a quorum. a plurality. there is a proxy.arrow_forward
- Parker and Phillips incorporated P & P Resorts Inc., a closely held Texas corporation. Parker was president and Phillips served as vice president and director for operations. Parker owned 40% of the stock, while Phillips owned 60%. Both men met with CTA, a group of travel agents from California to discuss special deals for booking groups into the resorts. After the first meeting, all contracts with CTA were made by Phillips, who learned that there was a good chance that CTA would award the contract to P&P Resorts. Phillips incorporated Travel Brokers and was its sole owner. Phillips used P& P Resort’s time to work on proposals for Travel Brokers and managed to keep negotiations with CTA a secret from Parker. When Parker discovered Phillip’s actions, he filed suit against him for wrongfully taking a corporate opportunity from P &P Resorts. Phillips claimed that he did not take a corporate opportunity because Travel Brokers did not have the financial ability to…arrow_forward7arrow_forwardBriefly explain the liability of:(a) A director of a private limited liability company.(b) A partner of a partnership.(c) A sole trader.(d) A private limited company.arrow_forward
- 1. Exempt from the registration requirement of the Securities Act of 1933 are offerings of securities a. made to a small number of knowledgeable investors. b. issued by for-profit organizations. c. involving a large dollar amount. d. only for large organizations that are for-profit. 2. Global Investments is a foreign investor. With respect to the operations of a limited liability company in the United States, Global can a.not become a member but can participate. b. become a member and participate.c. not become a member or participate. d. Become a member but cannot otherwise participate. 3. Quorum requirements include _________ a. number of decision-makers that must be present before business can be conducted. b. how often decision-makers must meet each year. c. maximum number of shareholders allowed in for-profit companies. d. all other answer choices 4. Fiduciary duties of the directors and officers include a.duty of care b. duty of loyalty c.…arrow_forwardBernard Koch was president of United Corporation, a closely held corporation. Koch, James Trent, and Henry Phillips made up the three-person board of directors. At a meeting of the board, Trent was elected president, replacing Koch. At the same meeting, Trent attempted to have the salary of the president increased. He was unable to obtain board approval of the increase because, although Phillips voted for the increase, Koch voted against it. Trent was disqualified from voting by the corporation’s charter. As a result, the directors, by a two-to-one vote, amended the bylaws to provide for the appointment of an executive committee composed of three reputable businesspersons to pass upon and fix all matters of salary for employees of the corporation. Subsequently, the executive committee, consisting of Jane Jones, James Black, and William Johnson, increased the salary of the president. Will Koch succeed in an appropriate action against the corporation, Trent, and Phillips to enjoin them…arrow_forwardMuller, a shareholder of SCM, brought an action against SCM over his unsuccessful negotiations to purchase some of SCM’s assets overseas. He then formed a shareholder committee to challenge the position of SCM’s management in that suit. To conduct a proxy battle for management control at the next election of directors, the committee sought to obtain the list of shareholders who would be eligible to vote. At the time, however, no member of the committee had owned stock in SCM for the six-month period required to gain access to such information. Then Lopez, a former SCM executive and a shareholder for more than one year, joined the committee and demanded to be allowed to inspect the minutes of SCM shareholder proceedings and to gain access to the current shareholder list. His stated reason for making the demand was to solicit proxies in support of those the committee had nominated for positions as directors. Lopez brought this action after SCM rejected this demand. Will Lopez succeed?arrow_forward
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