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LES 305 ASU Koretz - Final Exam
questions well answered already passed
Digital Millennium Copyright Act (DMCA) - correct answer ✔✔1988 amendment to federal copyright laws that includes use of computer technology to copy music and other copyrighted materials as infringement. Lanham Act of 1946 - correct answer ✔✔Federal law that protects trademarks and trade names. Trade Dress - correct answer ✔✔The overall look, feel, color, and decorative design of a business. Internet Corporation for Assigned Names and Numbers (ICANN) - correct answer ✔✔Organization that registers domain names for purposes of protection of those names and intellectual property. Cybersquatting - correct answer ✔✔Process of registering sites and domain names that are deceptively or confusingly similar to existing names, trade names, and trademarks. Palming Off - correct answer ✔✔Unfair trade practice of passing off mock goods as the goods of another. Computer Software Copyright Act of 1980 - correct answer ✔✔Provides copyright protection for software. Trade Libel - correct answer ✔✔Written defamation of a business. Disparagement - correct answer ✔✔Defamation of a business, its trademark or its products. Trademark - correct answer ✔✔A distinctive symbol on goods that identifies the manufacturer.
Fair Use - correct answer ✔✔One of the exceptions to copyright protection; permits limited use of copyright material. Madrid Agreement - correct answer ✔✔In international law, 1891 multilateral treaty for protection of trademarks that permits registration and protection through a centralized registrar in Geneva. Knock-Off Goods - correct answer ✔✔Goods manufactured by someone other than the trademark or trade name holder without authorization and not according to the standards of the owner. Patent - correct answer ✔✔Exclusive ownership rights given to by the federal government to inventors of unique, nonobvious processes, products, or services. Gray Market - correct answer ✔✔Market in which trade name goods are sold through unauthorized dealers or without authorization from the owner of the trade name. Opposition Proceedings - correct answer ✔✔In non-U.S countries, the patent process that allows third parties to appear and object to a patent application. Federal Trademark Dilution Act - correct answer ✔✔Federal law that permits trademark owners to file lawsuits to prevent others from impairing the mark's distinctiveness. Misappropriation - correct answer ✔✔Intentional tort of using others' trade secrets. Trade Name - correct answer ✔✔Name of a firm or product; entitled to federal protection for exclusive use. Copyright - correct answer ✔✔Exclusive ownership rights given to by the federal government to creators of books, music, and other creative works. Securities Exchange Act of 1934 - correct answer ✔✔The federal law governing secondary sales of securities, the markets, and the firms dealing with securities.
Tombstone Ad - correct answer ✔✔Ad run in newspapers announcing an upcoming securities offering; permissible after the registration statement is filed but not yet effective; must indicate it is not an offer for sale. Tender Offer - correct answer ✔✔Offer to more than 10 percent of the shareholders of a firm for the purchase of their shares; generally part of a takeover effort. Short-Swing Profits - correct answer ✔✔Profits made by corporate insiders during a period of less than six months between purchase and sale. Securities - correct answer ✔✔Investment of money in a common enterprise with profits earned largely from the efforts of others. Merit Review - correct answer ✔✔Process at the state level of reviewing securities registrations to determine whether they are good investments. Exemption - correct answer ✔✔Securities and transactions that do not have to be registered with the SEC under the Securities Act of 1933. Asset Acquisition - correct answer ✔✔Form of takeover in which another firm buys all the assets of a firm and gains control through control of the firm's property. If structured property, the acquirer avoid liability for the debts of the acquired business. Hostile Takeover - correct answer ✔✔A takeover not favored by the target's management. Foreign Corrupt Practices Act (FCPA) - correct answer ✔✔Federal law prohibiting bribes in foreign countries and requiring the maintenance of internal controls on accounting for firms registered under the Securities Exchange Act of 1934. Prospectus - correct answer ✔✔A document describing the nature of securities and the company offering them.
Due Diligence - correct answer ✔✔Under the Securities Act of 1933, a defense for filing a false registration statement that requires proof that the individuals involved did all they could to uncover the truth and could not have discovered the false statements despite a thorough review of all relevant information. Proxy Solicitations - correct answer ✔✔The process of seeking voting rights from shareholders. Red-Herring Prospectus - correct answer ✔✔A prospectus issued before the effective date of a securities registration statement; permissible to release these before the registration statement is effective so long as a disclaimer that it is not an offer to sell securities is noted in red on the prospectus. Takeover - correct answer ✔✔A takeover of one firm by another firm when the target firm solicits or agrees to the takeover. Securities Act of 1933 - correct answer ✔✔The federal law governing the initial issuance and sale of securities to the public. "Fair-Disclosure Rule" (Regulation FD) - correct answer ✔✔Federal securities regulation that requires publicly traded companies to distribute information to the market as a whole and not to selected investment firms, analysts, or investors; a means of distributing to the market in a fair and open fashion the financial reports and pending and evolving issues of publicly traded company. Rule 10b-5 - correct answer ✔✔SEC rule prohibiting fraud in relation to the sale of securities. Securities and Exchange Commission (SEC) - correct answer ✔✔Federal agency responsible for enforcement of federal securities law. Material Misstatement - correct answer ✔✔A statement of fact that would influence an individual's decision to buy or sell. Blue-Sky Laws - correct answer ✔✔State laws regulating the sale of securities.
Bylaws - correct answer ✔✔Operating rules of a corporation and its board; usually describe the officers and their roles and authority, along with meeting procedures and notices. Voting Trust - correct answer ✔✔Arrangement among shareholders to gain uniform voting and some power by signing over voting rights on shares to a trustee; shareholders still get dividends, but trustee votes the shares; must be in writing and recorded with the corporation. Fiduciary - correct answer ✔✔Position of trust and confidence. Articles of Organization - correct answer ✔✔Contract governing the rights and relations of limited partners. Uniform Partnership Act (UPA) - correct answer ✔✔Uniform law adopted in 49 states that governs the creation, operation, and termination of general partnerships. Preferred Stock - correct answer ✔✔Usually nonvoting shares of a corporation entitling its holders to dividend preference above the common shareholders. Model Business Corporation Act (MBCA) - correct answer ✔✔Uniform law on corporations. Corporate Opportunity Doctrine - correct answer ✔✔A business proposition or investment opportunity that a corporation would have an interest in pursuing; precludes directors from taking a profit opportunity when the corporation would have an interest. Professional Corporations - correct answer ✔✔A statutory entity that permits professionals such as lawyers and doctors to incorporate and enjoy limited personal liability on all debts except for those arising from malpractice. Foreign Corporations - correct answer ✔✔A corporation in any state except the state in which it is incorporated.
Limited Partnership Agreement - correct answer ✔✔Contract governing the rights and relations of limited partners. Ratification - correct answer ✔✔A principal's recognition of a contract entered into by an unauthorized agent. Dodd-Frank Wall Street Reform and Consumer Financial Protection Act - correct answer ✔✔Federal law over 2000 pages in length that increases and modifies the regulation of financial markets, investment firms, securities analysts, rating agencies, corporate boards, and consumer credit (including mortgage disclosures). Audit Committees - correct answer ✔✔Committee of the board responsible for oversight of company financial statements. Proxy - correct answer ✔✔Right (given in written form) to vote another's shares. Cumulative Preferred Stock - correct answer ✔✔Type of ownership in a corporation that gives the stock owners preference in the distribution of dividends and also guarantees earnings each year; in the event those earnings are not paid, they are carried over or accumulate until they can by paid. Revised Uniform Partnership Act (RUPA) - correct answer ✔✔Newest uniform revision of law on limited partnerships. Initial Meeting - correct answer ✔✔First meeting of a corporation's organizers after the state provides certification that the corporation exists. Joint Ventures - correct answer ✔✔A partnership for one activity or business venture. Alter Ego Theory - correct answer ✔✔Theory used for disregarding the corporate protection of limited liability for shareholders; results when individuals treat the corporation's properties and accounts as their own and fail to follow corporate formalities.
Dissenting Shareholder - correct answer ✔✔Shareholder who has objected to a merger or consolidation and votes against it; is entitled to receive the value of her shares before the merger or consolidation. Sole Proprietorship - correct answer ✔✔: Method of business ownership in which one person owns business, receives all profits, and is personally liable for all debts. Advances - correct answer ✔✔In partnerships, loans by the partners to the partnership; makes the partner a creditor of the partnership. Articles of Incorporation - correct answer ✔✔Organizational papers of a corporation; list the company's structure, capitalization, board structure, and so on. Common Stock - correct answer ✔✔Type of shares in a corporation that usually have voting rights. Corporate Veil - correct answer ✔✔The personal liability shield; the corporate protection that entitles shareholders, directors, and officers to limited liability; can be pierced for improper conduct of business or fraud. Novation - correct answer ✔✔Process of reworking a contract to substitute parties or terms, so that the old contract is abandoned and the new contract becomes the only valid contract. Dissolution - correct answer ✔✔In partnerships, occurs when one partner ceases to be associated with the business; in corporations, the termination of the corporate existence. Board of Directors - correct answer ✔✔Policy-setting governing group of a corporation. NAFTA (North American Free Trade Agreement) - correct answer ✔✔Treaty among the US, Canada, and Mexico to eliminate tariffs for products originating in NAFTA countries as long as they are properly certified. CISG (U.N. Convention on Contracts for the International Sale of Goods) - correct answer ✔✔Set of rules of international contracts that was ratified by 83 countries that is similar to Article 2 of the UCC; parties may opt-out of them.
Secondary Boycott - correct answer ✔✔Companies from other nations doing business with a sanctioned country will also experience sanctions. NGOs (Nongovernmental organizations) - correct answer ✔✔An organization that is not a business or governmental entity. The International Olympic Committee is an example. The Kyoto Protocol (also known as the "Kyoto Treaty") - correct answer ✔✔International treaty in which the members agree to reduce the output of greenhouse gasses to reduce global warming. European Union - correct answer ✔✔Established the goal of free trade, a single currency, and uniform laws on commerce and security among member nations. Bribe - correct answer ✔✔: Under the FCPA, it is making, authorizing or promising payments or gifts of money or anything of value to government or NGO officials with the intent to corrupt with the purpose of obtaining or retaining business for or with, or directing business. Grease payments (also called "facilitation payments") - correct answer ✔✔Payments made only to get officials to do their normal jobs or to speed up the process. Foreign Corrupt Practice Act (FCPA): - correct answer ✔✔Federal law prohibiting bribes of foreign public officials. Organization for Economic Cooperation and Development (OECD) - correct answer ✔✔International organization of countries committed to developing trade, initially through the elimination of corruption. Primary Trade Sanctions - correct answer ✔✔Companies based in the US are prohibited from doing business with certain countries; may be limited to certain types of goods. OPEC (Organization of Petroleum Exporting Counties) - correct answer ✔✔A cartel that controls oil supplies, production, prices and taxes.
If limited partnership interests are easily transferable, the organization may be treated as a corporation by the IRS. - correct answer ✔✔TRUE Intel was incorporated in Delaware. It is a domestic corporation when it does business in Arizona. - correct answer ✔✔FALSE Transfers of stock are usually restricted in S corporations - correct answer ✔✔TRUE S corporations are subject to double taxation. - correct answer ✔✔FALSE Corporations end upon the death or withdrawal of a member. - correct answer ✔✔FALSE Registered agents, also known as statutory agents, may manage the business when the members are unavailable. - correct answer ✔✔FALSE Common stockholders a. have voting rights. b. are entitled to fixed dividends. c. have the right to a proportionate share of assets upon dissolution before creditors are paid. d. receive dividends before preferred shareholders. - correct answer ✔✔a. have voting rights. The corporate veil may be pierced when a. the corporation is inadequately capitalized. b. the owners and managers have not treated the corporation as a separate entity from themselves. c. there are transfers of property and funds without authorization d. All of the above. - correct answer ✔✔d. All of the above. Shareholders elect a. the Board of Directors. b. Executive Committee members.
c. Officers. d. Audit committee members. e. A and b only. - correct answer ✔✔a. the Board of Directors. Officers and directors are fiduciaries of the corporation, so they must act in the best interests of the corporation and they may not profit at the corporation's expense. - correct answer ✔✔TRUE Independent board members a. are required for a majority of the directors. b. include board members that are not a relative of anyone who works for the company. c. Means that the director has not been a manager, office or employee for the previous 3 years. d. Means that the Board member is not a principal or owner of a company that does business with the board or company. e. All of the above. - correct answer ✔✔e. All of the above. The business judgment rule states that a. Directors and officers are responsible for all of their mistakes. b. Directors and officers are never responsible for their mistakes. c. Directors and officers are protected from liability if they carefully study and discuss their decisions. d. None of the above. - correct answer ✔✔c. Directors and officers are protected from liability if they carefully study and discuss their decisions. Shareholder groups may obtain control over the vote of the board and other matters by soliciting proxies. - correct answer ✔✔TRUE Shareholders who do not agree to a merger or consolidation may get the value of their shares in many states if they follow certain procedural rules. - correct answer ✔✔TRUE Shareholders are unable to inspect a corporation's accounting records or meeting minutes. - correct answer ✔✔FALSE
Copyrights protect the expressions of ideas for a. authors b. songwriters c. photographers d. a and b only e. all of the above - correct answer ✔✔e. all of the above A copyright holder has no right to control the reproduction, distribution, public performances, derivative works and public displays of the created work - correct answer ✔✔FALSE Software can not be copyrighted - correct answer ✔✔FALSE Public performance rights for songs are often assigned to this organization to collect royalties on behalf of the copyright owners a. BMI b. ASCAP c. DMCA d. A and b e. A, b and c - correct answer ✔✔d. A and b Damages for copyright infringement include a. Profits made by the infringer. b. Contingent costs. c. Subliminal costs. d. None of the above. - correct answer ✔✔a. Profits made by the infringer. The artist has no defense in a copyright infringement suit - correct answer ✔✔FALSE There are no criminal penalties for copyright infringement. - correct answer ✔✔FALSE
Sparky the Sun Devil is an example of a a. Trademark b. Trade dress c. Copyright d. Patent - correct answer ✔✔a. Trademark The federal law that gave businesses protection of their trademarks a. The Digital Millennium Copyright Act b. The Lanham Act c. The Trademark Protection Act d. The Trademark and Trade Dress Protection Act - correct answer ✔✔b. The Lanham Act Terms that become generic, such as "aspirin" and "cellophane" may be trademarked. - correct answer ✔✔FALSE In the late 1990s, Kendall-Jackson and E.J. Gallo, two of the largest wine producers in California, went head to head over the Turning Leaf wine label. Kendall accused Gallo of copying the art design of the label to confuse consumers. After three years of bitter litigation, Kendall lost the case when the 9th U.S. Circuit Court of Appeals ruled that the winery's multicolored wine leaf label is generic. Therefore a. Kendall was not entitled to trademark protection. b. Kendall was entitled to have trademark protection. c. The doctrine of generic trademark applies. d. Both a and c are correct. - correct answer ✔✔a. Kendall was not entitled to trademark protection. Blurring or creating confusion among consumers about the source of a product violates the Lanham Act.
- correct answer ✔✔FALSE The green and yellow color scheme for a sandwich shop is an example of a trademark. - correct answer ✔✔FALSE
d. None of the above. - correct answer ✔✔c. Both a and b. Accredited investors include a. A director, executive officer or general partner of the issuer. b. A person who purchases at least $150,000 of the securities being offered c. Natural persons with a net worth over $1 million d. A natural person with an individual income over $200,000 within the last 2 years or $300,000 per couple. e. All of the above. - correct answer ✔✔e. All of the above. The SEC reviews filings and if the security is a good investment, it may be issued. - correct answer ✔✔FALSE The SEC must take action within this time period or the registration will be deemed to be accepted a. 30 days. b. 20 days. c. 60 days. d. 90 days. - correct answer ✔✔b. 20 days. Issuers who do not submit a registration or who make a false statement on their registration statements in violation of the 1933 Act are criminally and civilly liable - correct answer ✔✔TRUE Any person who signs a registration can be held personally liable for violations of the 1933 Act. - correct answer ✔✔TRUE The Public Company Accounting Oversight Board was implemented by the Sarbanes-Oxley Act. - correct answer ✔✔TRUE The 1934 Securities Exchange Act regulates the secondary trading of securities after the initial sale by the business seeking funds. - correct answer ✔✔TRUE
All securities traded on national exchanges are regulated under the Securities Act of 1933. - correct answer ✔✔FALSE Withholding material information is not a violation of 10(b) of the Securities Exchange Act of 1934. - correct answer ✔✔FALSE The rule that requires companies to release publicly any information that they disclose to analysts or institutional investors a. The Securities Act of 1933 b. Regulation FD c. Regulation D D. none of the above - correct answer ✔✔b. Regulation FD Under section 10b of the Securities Exchange Act of 1934, material information that must be disclosed to the public includes a. Possible lawsuits b. Mergers or takeovers c. Pending declaration of a large dividend d. Drops in quarterly earning e. All of the above. - correct answer ✔✔e. All of the above. Tipees are people who get their information from corporate insiders - correct answer ✔✔TRUE A psychotherapist received insider information from a senior executive at Martin Marietta, that it was about to merge with Lockheed Martin. Notice of the merger was not yet public and the therapist bought call options a. This is not insider trading because the information was not from an insider. b. The therapist violated section 10(b). c. The therapist was not liable because he was not an insider. d. A and c above. - correct answer ✔✔b. The therapist violated section 10(b).
