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Business Law > Blaw exam > Flashcards

Blaw exam Flashcards

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1
Q

Disparate impact discrimination

A

resulting from practies or procedures which, although not facially discriminatory, have the effect of discimination against members of a protected class

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2
Q

Disparate treatment discrimination

A

INTENTIONAL discrimination against members of a protected class

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3
Q

What constitues discrimination under Title VII

A

disparate treatment discrimination and disparate impact discrimination

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4
Q

discrimination under the ADA?

A

hiring, promotion, and discharge against persons with disabilities. DISCRIMINATION!

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5
Q

discrimination under the ADREA?

A

Federal law prohibiting employment discrimination on the basis of age against persons 40 years of age and OLDER, and mandatory retirement for non managerial employees.

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6
Q

kinds of sexual harassment

A

quid pro quo

hostile enviroment

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7
Q

quid pro quo sexual harassment

A

granting employment, job promotions, or other benefits in return for sexual favors, or refusing (or threatening refusal) to hire, promote or extend other employment benefits if sexual favors are refused.

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8
Q

sole proprietorship

A

owned by a singe person or family
owner reports business income and expenses on personal income tax return
ownder is legally responsible for all debts and obligations without liability

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9
Q

general partnership

A 
agreement of 2 or more parties.
purpose is for profit
not necssarily in writing
partnership informational tax return-taxes assumed by partners directly
partners have unlimited liability
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10
Q

limited partnershup

A

separate, artivficial legal entity.
at least 1 general partner at least 1 limited partner.
tax liability and benefits assumed by partners directly.
general partner has unlimited liability
limted partner has limited liability

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11
Q

Corporation

A 
separtate, articifical legal entity.
Formed in compliance with law.
managed by directors and officers.
shareholders have limited liability.
Taxed as a separate legal entity (unless an S corporation.
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12
Q

S CORPORATION

A

CLOSELY HELD CORPORATION (LESS THAN 70)
OWNERS GENERALLY MUST BE NATURAL PERSONS WHO ARE US CITIZENS
taxed like a partnership
limited liability of a corporation

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13
Q

LLC

A 
separate, artificial legal entity
formed in compliance with law
shareholders have limited liability
Taxes as a partnership
NO LIMITS as to who can be shareholders
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14
Q

LLP

A

General partnership designed for professionals (laywers, accountants etc)
formed in compliance with law
partners have limited liability for other than their own professional malpractice
taxed as a partnership

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15
Q

Domestic corporation

A

does business IN its state

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16
Q

Foreign corporation

A

fomr one state doing business in another state

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17
Q

Alien corporation

A

formed in another country doing business in US

18
Q

promoters are liable for

A

that they assume liability until the contracts are adopted by novationq

19
Q

Corporations may be financed through

A

bonds
common stock
preferred stock

20
Q

BONDS

A 
debt
fixed ROI
no votes
optional
priority over stock
21
Q

STOCKS

A 
ownership/equity
divendends
vote for management
REQUIRED
paid LAST!
22
Q

the corporate veil of limited livability

A

shareholders are protected by this unless it is pierced.

23
Q

veil of limited liability can be pierced by these two theories

A

Alter ego theory

Undercapitallization theory

24
Q

Articles of incorporation

A

express powers of a corporation are found in it.
primary enabling document filed with the secretary of state that includes basic information about the corporation. Person(s) who execute the articles are the incorporators.

25
Q

Corporate by laws

A

may also grant or limit a corporations express powers

26
Q

duties of directions

A 
attend board meetings
adopt policies
authorize major actions
supervise officers & management 
approve dividends
27
Q

what is entailed by the duty of are and loyalty?

A

that the directors and officers owe ethical and legal duties to the corporation and shareholders

they are expected to act in good faith and the best interests of the corporation.
make informed and reasonable decisions
rely on competent consultants and experts
exercise reasonable supervision

28
Q

what actions violate this such as usurpation of a corporate opportunity

A

no personal interest
cannot compete
no conflicts
cannot usurp corporate opportunities

29
Q

Divdends

A
  • Distribution of corporate profits or income
  • Only as ordered by the Board (Shareholder approval is not needed).
  • Can be stock, cash, property, stock of other corporations.
30
Q

who determines whether profits will be distributed as dividends or kept in retained earnings?

A

THE BOARD

31
Q

What happens if dividend are not declared?

A
  • shareholders can sue.
  • directors do not have to declare if they have a
  • rational basis for withholding a dividend (a bona fide purpose).
  • often, profits are retained for expansion, research or upgrades
32
Q

business judgment rule

A

immunizes a director or officer from liability from consequences of a business decision that turned SOUR.
Court will not require directors or officers to manage “in hindsight”
as long as decision was reasonable, informed, made in good faith and in the best interests of the corporation, BJR will apply.

33
Q

Shareholders must approve

A

Mergers or Acquisition

34
Q

Quorum

A

owning more than 50% of shares must be present to conduct business

35
Q

Proxy

A

Shareholders must appoint this

Vote in person or by this

36
Q

preemptive rights

A

EXSISTING SHAREHOLDERS to purcahse a prorated share of newly issued stock within a period of time

37
Q

Purpose of Security act of 1933

A

prevents fraud

38
Q

1934

A

prevents fraud as well

39
Q

10b-5

A

most importantly regulate against:
Securites fraud
Insider Trading

40
Q

short swing transaction

A

insider trading-
corporation may recapture any profits realized by an insider on any sale and purchase stock or other securities within any SIX MONTH PERIOD (rule 16b)

41
Q

violation of securities laws are considered….

A

Criminal and Civil penalties

42
Q

defenses

A

business necessity
BONA FIDE
seniority
after acquired evidence of employee misconduct

Business Law (15 decks)

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