Brainscape's Knowledge GenomeTM

Browse over 1 million classes created by top students, professors, publishers, and experts.


See full index

MEE > Corporations > Flashcards

Corporations Flashcards

1
Q

Agency creation

A

Agency is the fiduciary relationship that exists between an agent and principal where the agent acts on the principal’s behalf and is subject to principals control.

Created WHEN parties voluntarily CONSENT. And CONTROL

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
2
Q

Termination of agency

A

Parties: manifests desire, terms expire, or purpose fulfilled

By law: dies, loses capacity, or material breach

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
3
Q

Three types authority

A

Actual - reasonably believes in accordance with P manifestations, P wishes him to act (express or implied (reasonable interpretation of words/conduct AND (incidental))

Apparent - P holds out agent has authority AND 3rd party reasonably relies on P conduct

Inherent - allows courts to hold P liable even without actual or apparent authority. (EQUITY) apply when agency relationship exists AND totality of circumstances weighs. (Usually for undisclosed principals)

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
4
Q

Vicarious liability tort

A

Respondeat superior - liable for torts by agent if:

Employer-employee relationship exists
AND within scope (same general nature and implied as that authorized) — factors: function of which employee hired to perform, within employers authorized time and space limits, conducted to serve employer and foreseeable

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
5
Q

Detour v frolic

A

Detour : minor deviation from scope, employer liable

Frolic: major deviation; employer NOT liable

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
6
Q

Intentional torts of agents

A

Generally no UNLESS authorized by employer OR force is within scope of employment

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
7
Q

Independent contact or

A

Contracts but not controlled

Factors: nature of work, skill, who supplies equipment, method of payment, length of employment, and how parties characterize transaction

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
8
Q

Liable in tort for acts of independent contractor

A

Misrepresentations for benefit of P
Engaged in abnormally dangerous activity
OR acts w/apparent authority

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
9
Q

Ratification

A

P had material facts, agent purported to act on P behalf AND P affirmed agent conduct by manifesting intent

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
10
Q

Agent fiduciary duties

A

Reasonable care and skill, loyalty, act obediently within P control

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
11
Q

General partner formation

A

Two or more persons, associate as co-owners, to carry on a business for profit.

Irrelevant intent to form partnership

Look to sharing profits (presumption), joint ownership (not by itself), sharing control (not by itself)

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
12
Q

Limited partner formation

A

Written certificate of limited partnership is executed and filed with Secretary of State substantially comply w/ requirements:

Signature of each general partner
Name of limited partnership
Name, street, mailing address of each general Partner, initial designated office and initial agent for service of process.

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
13
Q

LLP

A

Limits a partners liability for professional malpractice committed by another partner. BUT remains liable when commits malpractice himself or directly involved OR supervised /directed person

Formation: approval by vote AND filing a statement of qualification w/secretary (name and address service, statement partnership elects to be LLP, and deferred effective date)

Annual report and fee required. State May revoke for failure to comply. Can reinstate within 2 years

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
14
Q

Tort liability partners

A

Partnerships liable for wrongful acts of ANY partner acting within ordinary course of the business or with authority of ALL other partners

Limited partners personally liable for OWN misconduct,

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
15
Q

Contract liability for partnerships

A

All agents so bind in ordinary course of business UNLESS Partner has no authority to act AND the other side has knowledge or notice that partner lacks authority

Could unanimously authorize

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
16
Q

Transferability of partner interest

A

Absent agreement, May transfer interest in profits and losses (including distributions) to third party. Does NOT become partner nor terminate partnership.

New partner by unanimous consent. If Partner, only liable for debt AFTER admittance

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
17
Q

Steps to terminate

A

Dissolution - agree to dissolve, court order, operation of law
Winding up - pay all debts, actual authority limited to actions needed to wind up affairs BUT still have apparent authority
Term

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
18
Q

Management/use of prop/books and records partnership

A

General - equal rights to manage and control. Disagreements ordinary business= majority

Limited - no say

Use of prop: ONLY use on behalf of partnership or to carry on the business; personal use needs consent

Books: MUST have accedes to books during normal business hours, upon reasonable demand, MUST render true and full info that is just and reasonable under the circumstances.

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
19
Q

Profits/losses partnership

A

Equal share and responsible for losses in proportion to share

20
Q

Duty care Partner

A

Refrain from gross negligent conduct, intentional or knowing violation of the law

Personally liable

21
Q

Duty loyalty partner

A

Good faith and fairly
Account and
Refrain competing (even during dissolution) AND usurping a business opportunity

Personally liable

May be eliminated in partnership agreement

22
Q

Uniform Partnership Act dissolution

A

Any change in partner membership triggers dissolution UNLESS agreement to contrary. If wrongful, can hold him liable

23
Q

Revised UPA dissolution

A

Can buy out wrongfully leaving partner. Disassociation NOT automatic dissolution UNLESS at will partnerships or will of parities

24
Q

RUPA term partnerships

A

May be dissolved early if: at least half partners express will within 90 days after partner disassociates by death, declaring bankruptcy, incapacitated, wrongful disassociation OR all partners agree

25
Q

Formation corporation

A

File articles of incorporation with secretary - name of corp, Max number of shares authorized to issue. AND names and address of first board of directors, incorporators executing articles, AND initial registered agent

Amendments need majority vote (both directors/SH) BUT minor only directors

26
Q

Bylaws

A

Written rules of conduct (generally ordinary business conduct) needed to be adopted by directors about managing the business and regulating affairs

Amendments - by SH. Directors too UNLESS SH expressly specify otherwise

27
Q

Pre- incorporation liability

A

Promoter acts before formation- personally liable for any contacts so long as both parties know Corp has not been formed yet. NOT LIABLE if novation or indemnity.

Corp - not bound UNLESS adopts

28
Q

Piercing Corp veil

A

Allow creditors to pierce the veil when:

SH dominated Corp to extent it is alter ego
SH failed to follow Corp formalities
Corp was undercapitalized
Or fraud/illegal conduct

If pierced, ALL SH liable; Exception: passive investors

29
Q

Common stock

A

Security that represents ownership. Lowest priority

30
Q

Preferred stock

A

NOT always have voting rights. Entitled to dividends before any to common OR entitled to distribution in liquidation before common

31
Q

Types of shares

A

Authorized - Max # limited by articles
Outstanding - total held by SH
Treasury stock- issued and then reacquired (not count in vote)
Options to purchase shares determined by BOD

32
Q

Class requirements

A

All shares in same class = identical rights and preferences UNLESS shares within a class are divided into separate series

Preemptive right: a right to purchase before outsiders (some states opt-in and some opt-out) NOT for inconvertible preferred shares, shares sold for consideration other than cash OR shares issued to directors/employees

Dividends at full discretion of directors (bad faith exception)

BJR for consideration other than cash

33
Q

SH meeting

A

Annual meetings in accordance w/bylaws.

Special: called by authorized in articles, demand from SH of at least 10% voting power OR BOD for limited purposes

Notice: purpose and be provided 10-60 days before meeting

Quorum needed (majority)

34
Q

SH voting rights

A

Non-voting must still receive notice
Equal votes regardless of class (unless by law or articles)
ON record date! May be by bylaws no more than 70 days prior to meeting

Cumulative voting: can vote for any seat (multiple votes)

35
Q

SH Proxy and inspection

A

Proxy is written and signed (or electronic transmission)

Freely revocable UNLESS state irrevocable AND give economic interest

Inspection: purpose is proper (reasonably related to SH). By written demand and give reasonable time to respond AND conduct during regular business hours

36
Q

Director authority

A

Full control; need quorum (majority) - present means can simultaneously hear each other

Informal ok as long as unanimous consent in writing

Notice - 2 days for special; purpose NOT required

37
Q

Officer authority

A

Day to day management. May be removed by BOD at any time or without cause (but contact)

38
Q

Duty of care

A

Duty to take reasonable steps to monitor the Corp management, duty to be satisfied proposals are in Corp best interest, duty disclose material info to board AND duty to make reasonably informed decisions (May rely on others)

39
Q

BJR

A

Presumed did not violate duty of care if decision made in good faith, with care an ordinarily prudent person in a like position would exercise under similar circumstances AND in a manner director reasonably believes to be in best interest of Corp.

Exculpatory can limit personal liability but not for bad faith misconduct

40
Q

Duty of loyalty

A

Issues: no conflict interests (on both sides OR has beneficial financial interest that reasonably influence. No usurp Corp opportunities for own benefit

Safe harbor: Majority disinterested fully informed SH/directors OR fair to Corp

41
Q

Merger/consolidation

A

Merger Occurs when one of the two existing corps is absorbed by the other. Consol. = combine

Require: recommendation absolute authority of BOD AND absolute majored of SH (except short form no need SH if own 90%)

42
Q

Dissenter rights to merger/cons

A

Challenge OR receive payment at FMV immediately before (lose right to challenge)

43
Q

Sell or substantially all

A

SH approval if NOT in usual and regular course of business.

44
Q

Derivative claims

A

On behalf of Corp. need written demand of BOD (wait 90 days or rejected) unless futile

If award benefits Defendants then may not to corporation

45
Q

Direct claim

A

Own rights — must prove actual injury

46
Q

LLC formation

A

Certificate of formation: Name + purpose, address PPB, registered agent, initial capital contributions, number persons + managers

47
Q

LLc operating agreement

A

Similar to bylaws; relations between members, rights and duties of managers, activities and affairs AND conditions for amending

MEE (6 decks)

Brainscape helps you reach your goals faster, through stronger study habits.
© 2024 Bold Learning Solutions. Terms and Conditions