Business Law for Accountants

Finals Topics:  April , 5 2017

33 – 40 Multiple Choice Questions / Open Book

Chapters  5 & 6: Corporations

Major Topics: Formation, Financing, Rights and Duties of Directors, Officers and Shareholders

Structure: Directors, officers, shareholders

Double Taxation (except S and LLC)

No personal liability except co-sign for a debt when or corporate veil is pierced

Articles of Incorporation contents (similar to filing requirements of Limited Partnerships

Difference between publicly traded the close corporation

Fiduciary Duties of Officers and Directors

Business Judgment Rule

Common stock/ Preferred Stock

Cumulative Dividends

Shareholders as unsecured creditors re dividends

Shareholder inspection rights (compare with Director inspection rights)

Piercing the Corporate Veil

Shareholder Derivative Lawsuit

extraordinary events: DAMS

Chapter 19: Creditors Rights and Remedies

What is a lien?

Artisan Lien (no lawsuit)

Mechanics Lien /Tax Lien /Mortgage Lien (no lawsuit)

Judgment Lien (by lawsuit)

Judgment Creditor

Judgment Debtor

Foreclosure & Redemption



Homestead Exemption

Difference b/w suretyship and guarantorship

Release of Surety and guarantor situations (defenses)

Rights of Surety and Guarantor: contribution/ reimbursement/subrogation

Chapter 21: Bankruptcy

Terminology: Likely minimal testing

  1. Voluntary Petition
  2. Involuntary Petition
  3. Difference between
  4. Chapter 7 – Liquidation,
  5. Chapter 11 – Reorganization

        -Chapter 11 confirmation plan: not all class of creditors must confirm (cram down)

               Debtor or Creditors may submit

  1. Chapter 13 – Adjustment of Income (not partnerships or corporations)
  2. Automatic Stay
  3. Trustee
  4. Proof of claim
  5. Creditors Meetings
  6. Discharge
  7. Non-dischargeable debts

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