$1..$ Chapter $37$:

A$)$ Briefly describe the three essential elements of a partnership.

B$)$ A partnership will not exist if profits are received as payment of five different items. Identify these items.

$2.$ Chapter $38$: Discuss the advantages and disadvantages of operating a limited liability company.

$3.$ Chapter $39$: Briefly discuss what is meant by the term $"$ piercing the corporate veil.". Give an example of one or more situations when a small business might become vulnerable to a plaintiff having a claim against the business successfully piercing the corporate veil.

$4.$

Sam Smart is a design engineer who recently designed a new Super Chip that he believes will enhance and set the standard in the electronic industry. The Super Chip created by Sam is considered to be the heart and soul of a digital sampling keyboard called the CRASH. Sam has successfully filed and been awarded a patent on the Super Chip by the U$.$S$.$ Patent Office. Sam wishes is to create a business operation so that he can build, promote, and market his new creation. Sam created a business plan based on what he will need to do to make this product a success. There may be several ways Sam can tackle this business venture, picking the form of business organization that best fits the new venture is key to making the Super Chip a success. Sam has some cash on hand from a prior business venture, and Sam also owns a home. Sam does not want to put his home or his cash savings at risk, as he knows that not all new businesses "make it$."$ Sam is particularly concerned about the following factors for his new venture: $1)$ taxes, $2)$ potential personal liability, $3)$ the ability to attract investors, and $4)$ the desire to hire someone to run the day$-$to$-$day operations of the business because he is just an inventor.

Using these facts, in complete sentences answer the following questions. Be sure to address Sam's concerns.