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Question 1

what is required to create an agency

Answer 1

consent of both parties and capacity of the principle

Question 2

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

LORD

Answer 2

Loyalty
Obidence
Reasonable care
Duty to account

Question 3

what are the three elements of an enforceable contract

Answer 3

angreement of an offer and acceptance

Exchange of consideration

lack of defenses

Question 4

What are three reasons why a contract CANNOT be revoked

Answer 4

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

its udner UCC

beginning contract is a unilateral contract

Question 5

what is an option

Answer 5

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

Question 6

Talk me through the mailbox rule

Answer 6

acceptance is effective at the time it is sent

Question 7

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

MY LEGS

Answer 7

Marriage
Year
Land
Executors promise
Goods over 500
Sureteyship

Question 8

Tell me about the Parol Evidence Rule

Answer 8

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

Question 9

What is a liquidating damage

Answer 9

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

Question 10

What are the four exceptions to the statute of frauds

SWAP

Answer 10

Specifically manufactured goods
Written confirmatory memo
Admission in court
Performcnace

Question 11

Does the Sales article follow the mirror image rule?

Answer 11

NOOOO

Question 12

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

Answer 12

passes when parties agree

if they dont agree its upon delivery

if buyer rejects the goof, title reverts to seller

Question 13

can social security wages be garnished

Answer 13

nooooo

Question 14

who has super priority in debt collection

Answer 14

PMSI

Purchase money security interest

Question 15

what are 5 ways to perfect a security interesst

Answer 15

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

Question 16

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

Answer 16

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

Question 17

two creditors haver perfectedd security interests who get to lay claim

Answer 17

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

Question 18

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

Answer 18

required for 7 and 13

Not required for chapter 11

Question 19

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

Answer 19

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

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

Question 20

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

SAG WEG CTI

Answer 20

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

Question 21

when does the registraiton statement become effective?

Answer 21

20 days after filing

Question 22

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

Answer 22

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

Question 23

what is regulation A, what is regulation d

Answer 23

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

Question 24

What companies must register under the securities exchange act of 1934

Answer 24

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

Question 25

what income is subject to FICA

Answer 25

an employees gross wages and a self employed persons net profits

Question 26

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

Answer 26

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

Question 27

if theres a silent partnership how do they split profits

Answer 27

50/50 no matter what

Question 28

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

Answer 28

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

Question 29

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

Answer 29

YESSSS

Question 30

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

Answer 30

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

Question 31

how is a limited partnership similar to a corporation

Answer 31

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

Question 32

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

Answer 32

C-Corp

Question 33

What corporate changes require shareholder approval DAMS

Answer 33

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

Question 34

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

Answer 34

unsecured creditors

Question 35

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

Answer 35

a general partnership

Question 36

Regulation has rule 504 and 506 talk me through those

Answer 36

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

Question 37

tell me about regulation D

Answer 37

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

Question 38

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

Answer 38

under 20 million means no financials auditted 20-50 million auditted financials

Question 39

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

Answer 39

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

Question 40

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

Answer 40

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

Question 41

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

Answer 41

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

Question 42

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

Answer 42

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

Question 43

For General Partnership and Limited Liability Partnership how are profits and losses split? What about a limited partnership

Answer 43

EQUALLLLLLY and based on CAPITAL for limited partnership

Question 44

What is the partner make up of a limited partnership

Answer 44

one or more general partnerships who has all the personal liability AND One or more limited partner whos liability is limited to their investment

Question 45

What is Ultra Vires Act

Answer 45

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

Question 46

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

Answer 46

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.

Question 47

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

Answer 47

they become unsecured creditors when the dividend is declared.