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Diane's Index Cards > Deck 3 > Flashcards

Deck 3 Flashcards

1
Q

Authority Implied vs Apparent

A

Implied is customary, not specific, or necessary to run the corporation
Apparent is the authority a reasonable person expects you to have. Think about the authority you give your insurance agent.

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2
Q

16B Public Corporation SHORT SWING PROFITS

A

Watch for a sale followed by a purchase, no matter what the price of either. It is where an insider basically buys or sells stock int he corporation for some kind of profit. happens within 6 months

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3
Q

RULE 10 B 5 Corporations

A 
Targets deceitful behavior (icw/ insider trading)
P is the buyer/seller
D is any person at all
Materiality - reasonable shareowner 
Statute of limitations 1 year  3 years
Interstate commerce
Scienter - Intent to defraud
There was reliance.
Summary:
Watch for Exec who is deceptive related to shares of stock, or you cannot make false statements related to securities, etc.
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4
Q

Corporate Dissolution

A

Voluntary - Board approval, written consult, need an absolute majority

involuntary - shareowner petition; creditor petition

Administrative
Wind up
MUST FILE - notify the state and advertise in the paper

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5
Q

DISSOLUTION OF NON-PROFIT

A

MAJORITY VOTE OF THE BOARD
MAJORITY VOTE OF THE MEMBERS
ASSETS MUST TRANSFER TO ANOTHER NON-PROFIT

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6
Q

STOCK DISTRIBUTIONS - SPECIAL TESTS

A

DIVIDEND - DISTRIBUTED
REPURCHASE - SELLS BACK TO THE CORPORATION
REDEMPTION - CORPORATION BUYS

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7
Q

Cumulative Voting

A

shares / (number of directors plus 1) =
so if you have 800 shares and 3 directors, it is
800 / 3 + 1 = 200
the answer was you need MORE THAN 200, not just 200.
Cumulative voting must be stated in the ARTICLES (not the bylaws)

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8
Q

QUORUM

A

MUST HAVE MAJORITY UNLESS SOMETHING DIFFERENT IS STATED IN THE ARTICLES (AGAIN, NOT THE BYLAWS)
QUORUM CAN BE MET TELELEPHONICALLY
A DIRECTOR LEAVING THE MEETING WILL BREAK THE QUORUM

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9
Q

DIRECTORS AND OFFICERS OF CORPORATION

A

MUST BE A NATURAL PERSON (NO CORPORATIONS OR ENTITIES)

MUST HAVE MEETINGS UNLESS THEY ARE WAIVED.

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10
Q

INTERESTED DIRECTOR TRANSACTION

A

CAN I RENT SPACE I OWN TO THE CORPORATION
YES, BUT
YOU DO NOT GET TO VOTE ON THIS ISSUE
VOTE TO DO SO MUST BE BY DISINTERESTED DIRECTORS.

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11
Q

DIRECTOR’S DUTY OF CARE AND LOYALTY

A

DUTY OF CARE
IF ORDINARY NEGLIGENCE? OH WELL….
IF GROSS NEGLIGENCE? THAT’S A PROBLEM AND IT IS THE STANDARD OF MEASUREMENT

DUTY OF LOYALTY?
NO COMPETING BUSINESSES
NO USURPING OPPORTUNITIES MEANT FOR THE CORPORATION. CAN’T TAKE ADVANTAGE OF WHAT YOU LEARN AS A DIRECTOR

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12
Q

QUORUM

A

NEED A MAJORITY OF DIRECTORS
VOTING MAJORITY IS A PERCENT OF THE DIRECTORS IN ATTENDANCE.
DO NOT CONFUSE QUORUM WITH MAJORITY

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13
Q

EQUITABLE SUBORDINATION

A

CREDITORS ASK THE COURT TO MAKE THE ORGANIZATION’S INVESTORS TO TAKE A BACK SEAT IN CONJUNCTION WITH PAYOUT OR PAYING THEMSELVES BACK
CREDITORS GET PAID FIRST, OWNERS SUBORDINATE

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14
Q

FLORIDA RAINCOAT STATUTES

A

DIRECTORS ARE NOT LIABLE FOR DAMAGES FOR BREACH OF DUTY OF CARE OR LOYALTY UNLESS THEY ALSO VIOLATED A CRIMINAL STATUTE.

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15
Q

Florida Voting Shares

A

Ignore those in abstentia (anyone abstaining)
LOOK AT VOTING SHARES ATTENDING THE MEETING
NUMBER OF VOTING SHARES AT MEETING
YOU WILL STILL BE ABLE TO GET TO THE MAJORITY
ALL YOU NEED ARE MORE YES VOTES THAN NOS

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16
Q

QUORUM OF SHARES - NOTSTO SHAREHOLDERS

A

ESTABLISH THIS AT THE START OF THE MEETING
WHEN SOMEONE LEAVES, IT DOES NOT BREAK QUORUM
MAJORITY OF SHARES = QUORUM
YOU CAN MOVE YOUR QUORUM REQUIREMENT UP OR DOWN, BUT YOU CAN NEVER GO LESS THAT 1/3 OF VOTING SHARES.

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17
Q

VOTING SHAREOWNERS

A
  1. ON RECORD - THE RECORD DATE IS NO MORE THAN 70 DAYS BEFORE THE MEETING, SO WHOEVER IS ON RECORD AT 70 DAYS.
  2. A PROXY IS GOOD FOR 11 MONTHS UNLESS OTHERWISE STATED.
    PERSON CAN REVOKE THEIR PROXY
    PROXY COUPLED WITH AN INTEREST IN SHARES?
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18
Q

STOCK TRANSFER BY SHAREOWNER

A

THIS IS NOT PAR VALUE - THAT IS FROM THE CORPORATION ONLY

CAN HAVE RESTRICTIONS IF THEY ARE ON THE ACTUAL SHARE CERTIFICATES OR IF THE PERSON IS TOLD AT THE TIME OF SALE

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19
Q

PURCHASE MONEY SECURITY INTEREST

A

YIKES

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20
Q

TORT DEFENSES

A

NECESSITY DOCTRINE
PUBLIC NECESSITY, EMERGENCY OR CATASTROPHIC, AN ABSOLUTE DEFENSE.
PRIVATE NECESSITY, TO PROTECT SELF, PROPERTY, NOT AN ABSOLUTE DEFENSE, MUST PAY FOR ANY DAMAGES REGARDLESS

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21
Q

BARGAIN FOR EXCHANGE

A

BARGAINED FOR LEGAL BENEFIT OR LEGAL DETRIMENT

22
Q

CAUSATION IN PRIMA FACIE CASE

A

FACTUAL LINK BETWEEN BREACH AND INURY
LINKAGE IS THE BUT, FOR

PROXIMATE CAUSE

23
Q

STATUTE OF FRAUDS

A

ANY CONTRACT THAT CANNOT BE FINISHED WITHIN ONE YEAR

24
Q

ARTICLE 2 SALE OF GOODS

A

DOES REQUIRE SOF UNLESS WAIVED

IN CONJUNCTION WITH WRITTEN MODIFICATION

25
Q

COMMON LAW (LIKE sof)

A

IGNORE WRITTEN MODIFICATION

26
Q

COMMON LAW CONTRACT CHANGES

A

STATES ALL CHANGE MUST BE IN WRITING, SO JUST IGNORE THE CHANGES

27
Q

TRESPASS RULES

A

FIREFIGHTERS
ASSUMPTION OF RISK, CAN’T RECOVER FOR INHERENT RISKS OF THE JOB
CHILDREN - PROTECT TRESPASSING CHILDREN FROM HARMFUL CONDITIONS; MUST BE REASONABLY PRUDENT.
ASK WHAT IS THE LIKELIHOOD OF KIDS TRESSPASSING? THINK ATTRACTIVE NUISANCE ITEMS SUCH AS POOLS SWINGS ETC

28
Q

RECLAMATION

A

REQUIRES BUYER TO BE INSOLVENT WHEN RECEIVED ITEMS
SELLER DEMAND RETURN OF ITEMS WITHIN 10 DAYS OF DELIVERY
BUYER STILL HAS THE GOODS

29
Q

MARITAL ASSETS

A

CREATE CHART FOR DISTRIBUTION OF ASSETS
HUSBAND WIFE MARITAL PROPERTY
WHAT WAS WHOSE BEFORE THE MARRIAGE? BOTH DEBT AND ASSETS
AFTER THE MARRIAGE? GIFT, BEQUEST, ITEM BOUGHT WITH A BEQUEST? INTEREST IN LAND OR INCOME FROM THE ASSET?
PAIN AND SUFFERING FROM A SETTLEMENT STILL BELONGS TO THAT SPOUSE

30
Q

ALIMONY

A

PARTIES CAN WAIVE, EVEN IN A PRENUP
SHORT TERM - BRIDGE THE GAP 2 YEARS MAX, REHABILITATIVE FOR EDUCATION AND TRAINING BUT YOU MUST HAVE A PLAN; CAN MODIFY
DEATH/REMARRIAGE ENDS AWARD; QUITTING SCHOOL ALSO ENDS AWARD.
LONG TERM - MUST JUSTIFY THE AWARD; CAN MODIFY. SHORT MARRIAGE IS LESS THAN 7 YEARS; MODERATE IS 7-17 AND LONGER TERM IS 17+
AWARD FOR SHORT AND MODERATE CAN NOT BE LONGER THAN THE MARRIAGE
CLEAR AND CONVINCING EVIDENCE AS TO WHY NEEDED
ABILITY TO PAY AND NEED

31
Q

WHEN MARRIED, HUSBAND IS THE PRESUMED FATHER

A

CHILD OF UNMARRIED WOMAN USED TO BE ILLEGITIMATE, BUT IS NOW CALLED A NON-MARITAL CHILD.

32
Q

PATERNITY SUIT

A

NO LATER THAN 4 YEARS
BIOLOGICAL DAD CAN ACKNOWLEDGE CHILD IN WRITING
DNA TESTING FOR ALL REASONS

33
Q

UIFSA - UNIFORM INTERSTATE FAMILY SUPPORT ACT

A

ENFORCEMENT OF CHILD SUPPORT ACROSS STATE LIENS.
FIRST CS ORDER PREVAILS; KEEPS EXCLUSIVE JURISDICTION
SUBSEQUENT STATES CANNOT MODIFY AS LONG AS CHILD OR SPOUSE STILL LIVES IN THAT ORIGINAL STATE.

34
Q

MIRANDA WARNING

A

RIGHT TO REMAIN SILENT
ANYTHING YOU SAY CAN AND WILL BE USED AGAINST YOU IN A COURT OF LAW
YOU HAVE THE RIGHT TO AN ATTORNEY
IF YOU CANNOT AFFORD ONE, AN ATTORNEY WILL BE PROVIDED TO YOU.

35
Q

MIRANDA WAIVER

A

MUST BE KNOWINGLY AND VOLUNTARILY

36
Q

MIRANDA

A

RELEVANT IN CUSTODIAL INTERROGATION

37
Q

5TH AMENDMENT

NOTE: IF NOT COVERED BY 5TH, THEN 4TH

A

NO WITNESS AGAINST SELF

THERE ARE SAFEGUARDS IN MIRANDA

38
Q

PRIVILEGE AGAINST SELF INCRIMINATING:

ANYTHING AT ALL IS NOT COMMUNICATING

A 
SOUND OF VOICE
BODY FLUIDS
PERSONS ID
DENIAL IMPRESSION
HANDWRITING
39
Q

CABALLES

A

DOG SNIFFING AT CAR STOP (TRAFFIC STOP)

IN FLORIDA NO CAN DO (HARRIS)
QUESTIONS ABOUT DOG’S RELIABILITY AND HOW THE DOG WAS TRAINED OR IS IT TAINTED

40
Q

4TH AMENDMENT ICW/SCOPE OF SEARCH

A 
WHO DOES 4TH APPLY TO?  
SEARCH OR SEARCH AND SEIZURE
IS THERE PROBABLE CAUSE?
DID LAW ENFORCEMENT NEED WARRANT
WAS SEARCH REASONABE?
WHAT HAPPENS IF 4TH IS VIOLATED?
41
Q

EXAM NOTE COMPARE 5TH AND 6TH AMENDMENT

A

MIGHT BE ON EXAM

42
Q

SEARCH INCIDENT TO ARREST V PROBABLE CAUSE

A

ROBINSON V MARA LAGO

ARRESTED FOR TRAFFIC INFRACTION EVEN THOUGH INFRACTION DOES NOT COME WITH JAIL TIME. CAR STILL SEARCHED

43
Q

ANALYZE THE POLICE OFFICERS ACTION

A

WHREN - COPS CAN DO WHATEVER

GATES - TOTALITY OF THE CIRCUMSTANCES

SPINELLI - 2 PRONG TEST
WITH MAGISTRATE

44
Q

VIOLATION OF MIRANDA?

A

CONFESSION OUT

EVIDENCE IN

45
Q

PLAINVIEW DOCTRINE

A

LOOK AT SERIAL NUMBE = SEARCH
TAKE THE STEREO = SEIZURE

MUST HAVE PROBABLE CAUSE
MUST BE IN THE PLACE LEGITIMATELY
CANNOT BREAK IN AND LOOK AROUND

46
Q

TOTALITY OF THE CIRCUMSTANCES

A

INFORMANT INFO VS COP INFO

THEN IS THERE REASONABLE SUSPICION?

47
Q

FACT ANALYSIS

A

MAKE A LIST

COMPARE WHAT THE POLICE ACTUALLY OBSERVED

48
Q

ANALYSIS FOR PROBABLE CAUSE

A

CI PROVIDED ENOUGH SPECIFIC INFO TO BELIEVE CI IS RELIABLE AND TRUSTWORTHY AND IT IS REASONABLE FOR THE POLICE TO BELIEVE THE CI

49
Q

PROB CAUSE TO ARREST OR SEARCH?

A

DEFINE PROBABLE CAUSE
HOW MUCH EVIDENCE WAS NEEDED
TESTS/FACTS/FACTORS TO DETERMINE PC

WAS THERE A WARRANT???

50
Q

ANALYTICAL TEMPLATE

A 
IS THERE A GOVERNMENT ACTOR
WAS THERE A SEARCH/SEIZURE
DID D HAVE REASONABLE EXPECTATION OF PRIVACY?
IF YES, NOT A PROPER SEARCH
IF NO...OH WELL...

Diane's Index Cards (3 decks)

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