BLAWWWw Flashcards
what is required to create an agency
consent of both parties and capacity of the principle
As an agent, what do you owe to the principal?
LORD
Loyalty
Obidence
Reasonable care
Duty to account
what are the three elements of an enforceable contract
angreement of an offer and acceptance
Exchange of consideration
lack of defenses
What are three reasons why a contract CANNOT be revoked
its an option contract where a person is paying to keep the contract open
its udner UCC
beginning contract is a unilateral contract
what is an option
form of contract where the offeree gives consideration in exchange for the offerors promise of keeping the offer open
Talk me through the mailbox rule
acceptance is effective at the time it is sent
so talking about statute of frauds…what must be evidenced by writing
MY LEGS
Marriage Year Land Executors promise Goods over 500 Sureteyship
Tell me about the Parol Evidence Rule
so theres already a contract…this rule basically says that any prior written or oral stuff about the contract is inadmissable
What is a liquidating damage
its a clause in a contract that lists the damages if there is a breach and is reasonable and IS NOT a penalty.
What are the four exceptions to the statute of frauds
SWAP
Specifically manufactured goods
Written confirmatory memo
Admission in court
Performcnace
Does the Sales article follow the mirror image rule?
NOOOO
under the UCC what are the 3 rules governing passage of title
passes when parties agree
if they dont agree its upon delivery
if buyer rejects the goof, title reverts to seller
can social security wages be garnished
nooooo
who has super priority in debt collection
PMSI
Purchase money security interest
what are 5 ways to perfect a security interesst
file financing statement possession of collateral automatic perfection upon attachment with a PMSI in consumer goods secured party given control temporary (20 day period)
under article 9 what is the order of priority in collateral upon default
buyer in ordinary course of business PSMI holder Perfected secured unprefered secured debtor
two creditors haver perfectedd security interests who get to lay claim
first one to either file or perfect has prioirty…dates of attachment are irrelevant
is a trustee required for chapter 7 , 11, or 13
required for 7 and 13
Not required for chapter 11
How many creditors must join in filing a petition to commence an involuntary bankruptcy case?
If there are 12+ creditors
or less than 12 creditors
12+ then at least 3 each with over 15,775 in claims
<12 then only one with over 15,775 in claims
ok so theres a bankruptcy proveeding, what are is the heirarchy for unsecured priority claims
SAG WEG CTI
Support for spouse/child
Admin expenses
Gap creditors
Wages up to 12,850 earned within 180 days
Employee benefit plan
Grain farmer claims
Consumer dposit
Taxes
Injuries caused by DUI
when does the registraiton statement become effective?
20 days after filing
What activities can take place during the waiting period for new and old issuers
oral offers can be made
tombstone ads can be placed
preliminary prospectus can be placed
summary prospectus can be distributed
what is regulation A, what is regulation d
lets small businesses go public faster for A, D is exemptions for filing requirements
What companies must register under the securities exchange act of 1934
generally any company whose shared are nationally exchanged or has at least 500 shareholders and more than 10 million assets
Shares traded on national exchange or large is the general rule
what income is subject to FICA
an employees gross wages and a self employed persons net profits
does forming a general partnership or doing a sole propriatorship need to be in writing?
nope, it doenst even have to be oral, can just be based off actions
if theres a silent partnership how do they split profits
50/50 no matter what
in a limited parntership, does every partner have limited liability?
no there has to be one general partner who is personally liable for all debts
in a limited liability COMPANY, can everyone have limited liability?
YESSSS
so for a partnership can a limited partner make binding contracts? what about a limited member of a company?
No a limited partner has no apparent authority, while a limited member in a company does
how is a limited partnership similar to a corporation
both are formed through compliance with statute and filing with secretary of state and both provide limited liability for investors
Out of all the forms of bussiness which form cannot elect or act as a flow through organization
C-Corp
What corporate changes require shareholder approval
DAMS
Dissolution
Amendments to the articles of incorp.
Mergers and share exhcnages
Sale of substantially all of the corporations assets outside of the general course of business
when a dividend is declared, the share holders are either unsecured or secured creditors…what is it?
unsecured creditors
out of all the business formations, which one does not need to file with the state to enact formation
a general partnership
Regulation has rule 504 and 506 talk me through those
504: 5 million dollar limit for issuance
506: unlimited dollar amount and any number of accreditted investors and 35 or fewer of unacreditted investors
tell me about regulation D
Regulation D: Private offering that limits general advertising, cant resell immediately to public (1 year), notify SEC 15 days after he sale of the offering
Tell me about the regulation A, whats the dollar amounts and relation to financials
under 20 million means no financials auditted
20-50 million auditted financials
Whats the difference between 1933 act section 11 and 1934 act rule 10b-5
section 11 needs no proof of scienter, reliance, or negligence…only show that they acquired stock, suffered a loss and there was a material mistatement
Section 10b-5 has 5 parts scienter, reliance, loss, material representation or omisison
in a general partnership, is does the amount of capital contributed impact your voting rights or say in the business or profits and losses?
NO, no matter who gives capital, the partners have an equal share of rights, say, profits and losses.
What issues do you need unanimous consent to do in a general partnership?
adding new partners
confessing a judgement
or making a change in the business
in a general partnership, are you personally liable to creditors?? Whats the order of stuff given up
YESSSS its not like a LLP in this sense…first they take partnership stuff and then do personal stuff
For General Partnership and Limited Liability Partnership how are profits and losses split?
What about a limited partnership
EQUALLLLLLY
and based on CAPITAL for limited partnership
What is the partner make up of a limited partnership
one or more general partnerships who has all the personal liability
AND
One or more limited partner whos liability is limited to their investment
What is Ultra Vires Act
That is where the entity establishes its business purpose, and then an officer does something that goes against the business purpose, so then that officer is liable
Talk me through the three parts to piercing the corporate veil.
hold shareholders or officers personally liable because they are abusing the corporate form
- comingle funds of personal and business
- inadequetly capitalized at inception
- formed to commit fraud.
once the corp declares a dividend, what is the status of the shareholders
they become unsecured creditors when the dividend is declared.
