【導讀】本質(zhì)上講，公司是人為的法律層面的人。在美國，公司的章程一般會有指定一個有關(guān)的企。程，政府工商管理局會發(fā)出章程，授權(quán)公司實體以法人的形式存在。一個人在公司的所有權(quán)權(quán)益）。公司首次的股票一旦發(fā)行，股東大會將按照公司章程選舉。產(chǎn)生董事會，董事會再選舉出董事長。這些董事將被任命擔任公司高級管理人員，他們負。起人可能成為公司的股東，然后選出自己的董事會，并最終成為股東自己任命的人員。許多個人一起創(chuàng)立公司，可以使大量資金的風險進入共享所有。擁有公司的股權(quán)和其持有股權(quán)的比例。置就變得很簡單，沒有必要對于持有的法人實體和協(xié)議進行修改，作為一個公司的增長，這種監(jiān)管登記和備案，而潛在的股東與一個“章程”提供詳細的企業(yè)信息?！肮_交易”法人實體受到的持續(xù)監(jiān)管登。記和報告，旨在確保充分和公平披露，旨在規(guī)定。效的法人存在的企業(yè)的債務(wù)。

　　

【正文】 exchange for a fair price) of a stock ownership interest。 this can occur when a pany is bought out by another and most of the other shareholders (oftentimes as high as 80 to 90%) have consented to the transaction. Noncontrolling shareholders (those who hold stock in a pany where another party owns more than half of the corporation) are sometimes called the minority interest. Minority shareholders are in treacherous position, and governing laws vary considerably in how much protection is afforded to prevent the majority from engaging in transactions and activities that disadvantage the minority. POSSIBLE PREFERRED STOCK FEATURES: ? A preferred position for dividends. Preferred stock is paid a dividend prior to any distribution to mon stockholders, and the dividend is more or less expected each period. The amount of the dividend is usually stated as percentage of the preferred stock39。s par value. Furthermore, preferred stock is frequently cumulative。 if the annual dividend requirement cannot be satisfied, it will bee a dividend in arrears, and all dividends in arrears must be paid before any dividends can be paid to mon shareholders (in contrast to noncumulative where a missed dividend is not required to be made up in the future). ? The absence of voting rights. ? A preferred position in liquidation. In the event of a corporate liquidation, preferred stock is understood to be paid off before mon shareholders. Of course, creditors must first be satisfied before any funds will flow to either the preferred or mon stockholders. ? A call feature, which means that the pany can force the preferred shareholders to cash out of their position in exchange for a preagreed call price that is oftentimes set at a certain percentage of par value (., callable at 105, would mean the pany can buy back the preferred stock at 105% of its par value). You don39。t have to think too long to see that this call provision can effectively limit the upside value of an investment in preferred stock, no matter how attractive its dividend might appear. ? A convertible feature, which means that the preferred shares may be exchanged for mon stock at a preagreed ratio (., 3 shares of mon for one share of preferred). You don39。t have to think too long to see that this conversion provision can effectively provide significant upside value for an investment in preferred stock, no matter how bad its dividend might appear. ? A maturity date, at which time the preferred will be bought back by the pany (mandatory redeemable). Even a casual review of the above features will quickly lead you to conclude that preferred has its merits and its detractions, depending on how the individual features are implemented for a particular pany. Obviously, every pany has different financing (and tax!) considerations, and will tailor its package of features to match those issues. For instance, a pany can issue preferred that is very much like debt (cumulative mandatory redeemable) because a fixed periodic payment must occur each period, with a fixed amount due at maturity. On the other hand, some preferred will behave more like mon stock (noncallable, noncumulative, convertible). What is par? In the preceding discussion， there were several references to par value. Many states require that stock have a designated par value (or in some cases stated value). Thus， par value is said to represent the legal capital of the firm. In theory， original purchasers of stock are contingently liable to the pany for the difference between the issue price and par value， if the stock is issued at less than par. However， as a practical matter， par values on mon stock are set well below the issue price, negating any practical effect of this latent provision. It is not unusual to see mon stock carry a par value of $1 per share or even $.01 per share. In some respects, then, par value is merely a formality. But, it does impact the accounting records because separate accounts must be maintained for par and paid in capital in excess of par. THE EFFECTS OF COGNITIVE STYLE AND FEEDBACK TYPE ON PERFORMANCE IN AN INTERNAL CONTROL TASK Introduce Evaluating the auditee39。s internal control structure is an important function performed by the independent auditor .Emphasis on this function has increased since the passage of the SarbanesOxley Act of 2021 167。404 and the recent release of Auditing Standard No. 5 (PCAOB 2021),both of which require auditors to publicly report on the efficacy of the auditee39。s internal controls. Auditors are under increased pressure from the public to exercise due diligence during the course of the audit as they collect and evaluate audit information. Tb collect information used to evaluate the internal control the environment, audit firms typically employ structured searchaids such as internal control questionnaires. When assigned to plete an internal control questionnaires for a specific accounting cycle (., revenue),auditors will primarily encounter internal controlrelated information specific to that cycle, which we call withincycle information. They might, however, also encounter information indicative of significant internal control problems relating to a different accounting cycle (., expenditure), which we call outofcycle information. We investigate whether an auditor39。s cognitive style can affect performance at identifying withincycle and outof cycle internal control information. The MyersBriggs Type Indicator (MBTI) classifies cognitive styles as sensor and intuitive. Sensors tend to be detailoriented and to focus on discrete pieces of information, while intuitive are better able to recognize patterns in the details and less likely to be constrain