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BLAWWWw Flashcards

1
Q

what is required to create an agency

A

consent of both parties and capacity of the principle

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2
Q

As an agent, what do you owe to the principal?

LORD

A

Loyalty
Obidence
Reasonable care
Duty to account

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3
Q

what are the three elements of an enforceable contract

A

angreement of an offer and acceptance

Exchange of consideration

lack of defenses

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4
Q

What are three reasons why a contract CANNOT be revoked

A

its an option contract where a person is paying to keep the contract open

its udner UCC

beginning contract is a unilateral contract

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5
Q

what is an option

A

form of contract where the offeree gives consideration in exchange for the offerors promise of keeping the offer open

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6
Q

Talk me through the mailbox rule

A

acceptance is effective at the time it is sent

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7
Q

so talking about statute of frauds…what must be evidenced by writing

MY LEGS

A 
Marriage
Year
Land
Executors promise
Goods over 500
Sureteyship
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8
Q

Tell me about the Parol Evidence Rule

A

so theres already a contract…this rule basically says that any prior written or oral stuff about the contract is inadmissable

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9
Q

What is a liquidating damage

A

its a clause in a contract that lists the damages if there is a breach and is reasonable and IS NOT a penalty.

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10
Q

What are the four exceptions to the statute of frauds

SWAP

A

Specifically manufactured goods
Written confirmatory memo
Admission in court
Performcnace

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11
Q

Does the Sales article follow the mirror image rule?

A

NOOOO

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12
Q

under the UCC what are the 3 rules governing passage of title

A

passes when parties agree

if they dont agree its upon delivery

if buyer rejects the goof, title reverts to seller

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13
Q

can social security wages be garnished

A

nooooo

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14
Q

who has super priority in debt collection

A

PMSI

Purchase money security interest

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15
Q

what are 5 ways to perfect a security interesst

A 
file financing statement
possession of collateral
automatic perfection upon attachment with a PMSI in consumer goods
secured party given control
temporary (20 day period)
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16
Q

under article 9 what is the order of priority in collateral upon default

A 
buyer in ordinary course of business
PSMI holder
Perfected secured
unprefered secured
debtor
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17
Q

two creditors haver perfectedd security interests who get to lay claim

A

first one to either file or perfect has prioirty…dates of attachment are irrelevant

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18
Q

is a trustee required for chapter 7 , 11, or 13

A

required for 7 and 13

Not required for chapter 11

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19
Q

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

A

12+ then at least 3 each with over 15,775 in claims

<12 then only one with over 15,775 in claims

20
Q

ok so theres a bankruptcy proveeding, what are is the heirarchy for unsecured priority claims

SAG WEG CTI

A

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

21
Q

when does the registraiton statement become effective?

A

20 days after filing

22
Q

What activities can take place during the waiting period for new and old issuers

A

oral offers can be made
tombstone ads can be placed
preliminary prospectus can be placed
summary prospectus can be distributed

23
Q

what is regulation A, what is regulation d

A

lets small businesses go public faster for A, D is exemptions for filing requirements

24
Q

What companies must register under the securities exchange act of 1934

A

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

25
Q

what income is subject to FICA

A

an employees gross wages and a self employed persons net profits

26
Q

does forming a general partnership or doing a sole propriatorship need to be in writing?

A

nope, it doenst even have to be oral, can just be based off actions

27
Q

if theres a silent partnership how do they split profits

A

50/50 no matter what

28
Q

in a limited parntership, does every partner have limited liability?

A

no there has to be one general partner who is personally liable for all debts

29
Q

in a limited liability COMPANY, can everyone have limited liability?

A

YESSSS

30
Q

so for a partnership can a limited partner make binding contracts? what about a limited member of a company?

A

No a limited partner has no apparent authority, while a limited member in a company does

31
Q

how is a limited partnership similar to a corporation

A

both are formed through compliance with statute and filing with secretary of state and both provide limited liability for investors

32
Q

Out of all the forms of bussiness which form cannot elect or act as a flow through organization

A

C-Corp

33
Q

What corporate changes require shareholder approval

DAMS

A

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

34
Q

when a dividend is declared, the share holders are either unsecured or secured creditors…what is it?

A

unsecured creditors

35
Q

out of all the business formations, which one does not need to file with the state to enact formation

A

a general partnership

36
Q

Regulation has rule 504 and 506 talk me through those

A

504: 5 million dollar limit for issuance
506: unlimited dollar amount and any number of accreditted investors and 35 or fewer of unacreditted investors

37
Q

tell me about regulation D

A

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

38
Q

Tell me about the regulation A, whats the dollar amounts and relation to financials

A

under 20 million means no financials auditted

20-50 million auditted financials

39
Q

Whats the difference between 1933 act section 11 and 1934 act rule 10b-5

A

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

40
Q

in a general partnership, is does the amount of capital contributed impact your voting rights or say in the business or profits and losses?

A

NO, no matter who gives capital, the partners have an equal share of rights, say, profits and losses.

41
Q

What issues do you need unanimous consent to do in a general partnership?

A

adding new partners
confessing a judgement
or making a change in the business

42
Q

in a general partnership, are you personally liable to creditors?? Whats the order of stuff given up

A

YESSSS its not like a LLP in this sense…first they take partnership stuff and then do personal stuff

43
Q

For General Partnership and Limited Liability Partnership how are profits and losses split?

What about a limited partnership

A

EQUALLLLLLY

and based on CAPITAL for limited partnership

44
Q

What is the partner make up of a limited partnership

A

one or more general partnerships who has all the personal liability

AND

One or more limited partner whos liability is limited to their investment

45
Q

What is Ultra Vires Act

A

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

46
Q

Talk me through the three parts to piercing the corporate veil.

A

hold shareholders or officers personally liable because they are abusing the corporate form

  1. comingle funds of personal and business
  2. inadequetly capitalized at inception
  3. formed to commit fraud.
47
Q

once the corp declares a dividend, what is the status of the shareholders

A

they become unsecured creditors when the dividend is declared.

REG (9 decks)

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