DIRECTIONS: COMPLETE ALL QUESTIONS FULLY OR SELECT THE CORRECT ANSWER.

EACH IS WORTH 10 POINTS UNLESS OTHERWISE NOTED.

1. _______________
________________ discrimination occurs when an employer treats a
specific individual less favorably than others because of that person's race, color, national origin,
sex, or religion.
A) Disparate-treatment
B) Disparate-impact
C) Favored-treatment
D) Unfair-impact
2. An unconditional written promise made by one person to another, signed by the maker, that
promises to pay on demand a specific sum of money to the bearer is a:
A)
B)
C)
D)

nonnegotiable draft.
bill of exchange.
promissory note.
certificate of deposit

3. Where a testatrix executes a will and later has a child

A) the child is prohibited by law from receiving anything from the estate
B) a new will must be executed because the birth of the after born-child voids the original will
C) many states hold that the will is partially revoked by operation of law to provide a share to the
after-born child
D) the after-born child takes an equal share by escheat
4. A proposed regulation by a governmental administrative agency is first published in the
_Federal_ _Register_.
5. Kim is a holder of preferred stock in Macro, Inc. Kim has priority over holders of Macro common stock
as to _Payments_ and _Dividends.
6. All of the rest, residue, and remainder of my estate, of whatsoever kind or where so ever located,
I give, devise, and bequeath to my niece Gloria to be hers absolutely and forever. This provision, if
included in a Will, is a _Residual Clause.

THE FOLLOWING QUESTION, #7 IS VALUED AT 100 POINTS.

7. George was the maker of a written promissory note that stated that $500 would be paid on the
sale of George's automobile. George initialed the note instead of writing his full name. The
promissory note stated that it would be payable six months from the date. The promissory note was
not dated. You now have come into possession of this note. Is this note negotiable? FULLY
DISCUSS the elements of negotiability and explain whether each one has been met.
8.The written document submitted by a person who has been authorized by a shareholder to vote
the shareholder's shares at the shareholders' meetings in the event of the shareholder's absence is
known as a:
A) record date
B) notice of shareholder's meeting
C) certificate of authority
D) proxy card
THE FOLLOWING QUESTION #9 IS VALUED AT 150 POINTS. PLEASE INCLUDE IN YOUR
ANSWER A DISCUSSION OF THE SAINT LEO CORE VALUE OF RESPECT.
9. On the evening of December 31, 2010, the plaintiff, John Too much became silly drunk at
defendant's nightclub, d/b/a The Goodtime Place, was asked by several patrons and the manager to
leave the premises. He initially declined, but upon arrival of the police he voluntarily left the
premises, escorted by the manager and an unidentified male patron. While talking with the police
in the nightclub's parking lot, plaintiff realized that he had left his jacket inside. Upon his attempt
to reenter the premises and retrieve the jacket, he was met at the door by the manager and an
unidentified male patron. (Plaintiff was unable to recall if this patron was the same one who had
earlier escorted him out.) He repeatedly attempted to persuade the manager to admit him so that he
could retrieve his jacket, but she steadfastly refused. Suddenly and without warning, the patron
pushed plaintiff, who lost his balance and fell backward. Plaintiff testified, To break my fall I put
my hand against the door frame and he slammed the door on my hand and I pushed it back open
with my right hand and before I could get my right hand out of the door he slammed it again and
held it shut and was obviously pushing with all his might because it hurt very much and I started
screaming at him to open the door, that he had my hand in the door and to let the door open and I
would get my hand out, and he held it for several minutes ... pushing with all his might.... Toomuch
suffered severe injuries to his hand requiring an amputation. Toomuch brought suit against The
Goodtime Place for damages. Who should prevail in the lawsuit? Why or Why not?
EXPLAIN FULLY, INCLUDING IN YOUR ANSWER A DISCUSSION OF THE SAINT LEO
CORE VALUE OF RESPECT.
10. Rules and regulations enacted by a corporation to govern the affairs of the corporation and its
shareholders, directors and officers are called:
A) articles of incorporation
B) corporate management agreements
C) By-laws
D) articles of organization

QUESTION 11 IS VALUED AT 50 POINTS:

11. Explain in brief the liability for an independent contractor's torts.

FULLY EXPLAIN YOUR ANSWER IN NO MORE THAN 2 SHORT PARAGRAPHS.
12. A corporation must have
A)
B)
C)
D)

A name
More than one shareholder
A corporate seal
All of the above

13. What is not a correct statement concerning promoters?

A)
B)
C)
D)

Promoters are generally active before the corporation is formed.

Two (2) or more promoters are required to form a corporation.
Promoters are fiduciaries with respect to the corporation and its shareholders.
Promoters are liable for any torts that they commit while promoting the corporation.

14. Corporations B and C are absorbed into corporation A:

A)
B)
C)
D)

All the corporations must change their names

All of the corporations stock is devalued
Corporation B will continue to exist
Corporation A will continue to exist

15. John's son was not his agent but contracted to purchase a computer in the name of John. When
JJohn learned of this, John sternly rebuked his son but continued to use the computer for several
weeks. After losing interest in the computer, John offered to return it, saying that the purchase was
unauthorized. John:
A) is not liable on the purchase.
B) expressly ratified the purchase.
C)
is liliable because all children have the apparent authority to contract for their parents
D) John ratified the purchase by his conduct.
16. A personal, revocable privilege to perform an act or series of acts upon the land of another is
A)
B)
C)
D)

Easement
Tenement
License
Lien

17.Which is not an element of attachment?

3

A) the filing of a financing statement

B) a security agreement
C) value received by the debtor
D) the debtor has rights in the collateral

18. ISP Corporation is an Internet service provider. Name three (3) ways that ISP can obtain capital to finance its operations?
_Sell of stock_
_Bonds_
_Debentures_
19. Which of the following will affect the perpetual life of a corporation?
A)
B)
C)
D)

a change in stock ownership

the death of a shareholder
both a and b
neither a nor b

THE FOLLOWING QUESTION #24 IS VALUED AT 50 POINTS

20.The stockholders of the Apex Corporation attended a special meeting of the stockholders called
to discuss matters of extreme urgency to the corporation. A quorum was not present when the
meeting opened, nor was a quorum present when the matters to be treated in the meeting were
discussed. Management, however, felt that the importance of the issue was significant enough to
warrant continuation of the meeting without a quorum, and the stockholders voted on the issues
presented during the meeting. During the last fifteen (15) minutes of the meeting, just prior to the
cocktail hour regularly attended by many stockholders, enough stockholders had arrived to
constitute a quorum. Were the issues of this meeting dealt with in a valid manner? EX EXPLAIN
YOUR ANSWER.
21. A bond:
A) that is unsecured is called a debenture.
B) is a negotiable security
C) generally has a life of five years or longer.
D) all of the above.

22. Which of the following is true of the bankruptcy procedure?

A) A driven petition is a petition filed by a debtor that states that he or she has debts.
B) A debtor must receive prepetition credit counseling within 180 days prior to filing his or her
petition for bankruptcy.
C) A voluntary petition is filed by creditors of a debtor, alleging that the debtor is not paying his or
her debts as they become due.
D) A complaint is a document filed with a bankruptcy court that starts a bankruptcy proceeding.
23. When is a creditor referred to as a secured creditor?
A) When the creditor has been guaranteed payment by a trustee
B) When the creditor gives a loan without security
C) When the creditor has been paid back his debt
D) When the creditor has acquired collateral
THIS QUESTION #24, IS VALUED AT 50 POINTS.
24.

FULLY EXPLAIN the alter ego doctrine. (Please do not plagiarize).