deck W (1085-1135) Flashcards
3
RIGHTS OF OFFICERS AND DIRECTORS
- FAIR COMPENSATION DETERMINED BY BOARD
- INDEMNIFICATION FROM EXPENSES INCURRED ON BEHALF OF CORP
- INSPECTION OF RECORDS OR FACILITIES (REASONABLE NOTICE)
1
QUORUM OF SHAREHOLDERS
- MAJORITY PERCENTAGE OF OUTSTANDING SHARES REPRESENTED
2
ALTERNATIVE METHOD (INSTEAD OF VOTING) OF SHAREHOLDER APPROVAL FOR FUNDAMENTAL CORPORATE OR BOARD CHANGES - CONSENT MAY BE
- WRITTEN AND
- UNANIMOUS
4
ELEMENTS OF A SECTION 10(b)-5 VIOLATION CHARGING INSIDER TRADING
- INSIDER WITH POSSESSION OF CORPORATE MATERIAL NONPUBLIC INFORMATION
- BREACHES DUTY OF TRUST TO SOURCE OF MNI
- WHEN HE TRADES A CORPORATE SECURITY
- BASED ON MNI
- VIA INTERSTATE COMMERCE
4
INSIDER FOR 10b-5
- DIRECTOR
- OFFICER
- SHAREHOLDER
- HOLDER OF MATERIAL NONPUBLIC CORPORATE INFORMATION
4
STEPS FOR PRINCIPAL RATIFYING
AGENT’S UNAUTHORIZED ACTS - PRINCIPAL
- HAS CAPACITY
- HAS KNOWLEDGE OF ACTS
- ENGAGES IN CONDUCT APPROVING ACTS
- OR ACCEPTS THE TRANSACTION
3
PARTNERSHIP - CONTRACTUAL RELATIONSHIPS WITH THIRD PARTIES AND AGENCY THEORY
- PARTNER’S ABILITY TO BIND THE PARTNERSHP IS BASED ON AGENCY THEORY
- EACH PARTNER IS AN AGENT OF THE PARTNERSHIP
- FOR PURPOSES OF CONDUCTING PARTNERSHIP BUSINESS
4
WHO IS A CORPORATE INSIDER?
- DIRECTOR
- OFFICER
- SHAREHOLDER
- ANY OTHER HOLDER OF MATERIAL, NONPUBLIC COPRORATE INFORMATION
2
PUTATIVE SPOUSE’S PROPERTY IS TREATED AS
- QUASI-MARITAL PROPERTY
- QMP IS TREATED LIKE COMMUNITY PROPERTY
2
CAN TRACING OVERCOME JOINT TITLE?
- TRACING CAN’T OVERCOME CP PRESUMPTION FOR TITLE TAKEN JOINTLY
- TRACING CAN OVERCOME CP PRESUMPTION ON A BANK ACCOUNT BECAUSE PROBATE CODE HONORS TRACING
4
SPECIAL CLASSIFICATIONS - PENSION PLANS - ELEMENTS OF RESERVATION OF JURISDICTION APPROACH
- COURT RESERVES JURISDICTION
- AT RETIREMENT APPORTIONS SHARES
- NON-EMPLOYED SPOUSE CAN ELECT TO RECEIVE SHARE AT THE EARLIEST TIME EMPLOYED SPOUSE COULD RETIRE
6
COMMUNITY PROPERTY CONTRIBUTIONS TOWARD A SPOUSE’S SEPARATE PROPERTY - BUSINESS -
PEREIRA FORMULA (PSP)
- START WITH ORIGINAL SP INVESTMENT
- MULTIPLY BY FAIR RATE OF RETURN (10 PERCENT)
- MULTIPLY THIS NUMBER BY THE NUMBER OF YEARS THE INVESTMENT HELD WHILE MARRIED
- ADD THIS NUMBER TO ORIGINAL SP INVESTMENT
- RESULT IS SEPARATE PROPERTY
- SUBTRACT RESULT FROM VALUE OF BUSINESS AT DISSOLUTION AND THIS RESULT IS COMMUNITY PROPERTY
2
THE COMMUNITY IS LIABLE FOR DEBTS INCURRED
- DURING THE MARRIAGE BY EITHER SPOUSE
- DEBTS INCURRED BEFORE MARRIAGE BY EITHER SPOUSE
1
SPOUSE OWNERSHIP AND DISPOSITION - PERSONAL PROPERTY
- BELONGS EQUALLY TO EACH SPOUSE
3
SPECIAL CLASSIFICATIONS - BUSINESS GOODWILL IN A PROFESSIONAL PRACTICE - THE EXCESS EARNINGS FORMULA
- SPOUSE’S ANNUAL NET EARNINGS
- SUBTRACT ANNUAL EARNINGS OF SIMILARLY SITUATED PROFESSIONAL
- THE DIFFERENCE IS CAPTILIZED OVER TIME PERIOD OF MARRIAGE
2
POUR OVER WILL - TESTATOR CREATES BY
- CREATING INTER VIVOS TRUST
- INCORPORATES TRUST INTO WILL BY REFERENCE, INDEPENDENT SIGNATURE OR STATUTE
2
ALL OR PART OF WILL BE REVOKED BY A SUBSEQUENT WILL WHERE
- THE SUBSEQUENT WILL EXPRESSLY REVOKES ALL OR PART OF THE PREVIOUS WILL
- THE SUBSEQUENT WILL IMPLIEDLY REVOKES ALL OR PART OF PREVIOUS WILL THROUGH INCONSISTENCIES
3
120 HOUR RULE
- HEIR MUST SURVIVE DECEDENT BY 120 HOURS
- OR HEIR DETERMINED TO PREDECEASE DECEDENT
- ESTATE WILL ESCHEAT TO STATE
3
CATEGORIES OF TRUSTS
- EXPRESS
- RESULTING
- CONSTRUCTIVE
3
EXTRA FACTORS INFLUENCING FEASIBLITY OF ENFORCEMENT DECISIONS ON PERMANENT INJUNCTIONS - INJUNCTION INVOVLES
- A SERIES OF ACTS INSTEAD OF ONE ACT
- TASTE OR SUBJECTIVE JUDGMENT TO MEASURE PEFORMANCE
- JURISIDICTIONAL ISSUES AFFECTING ENFORCEMENT
3
REQUIREMENTS FOR REFORMATION
- VALID CONTRACT MUST EXIST
- GROUNDS MUST EXIST
- NO AVAILABLE DEFENSES
2
ADVERSE POSSESSION - OUSTER REQUIREMENT FOR HOSTILE POSSESSION OF CONCURRENTLY OWNED PROPERTY
- CO-TENTANT MUST CLAIM EXCLUSIVE RIGHT
- CO-TENANT MUST REFUSE ENTRY TO OTHER CO-TENANT
3
FEE TAIL
- PASSES AUTOMATICALLY TO LINEAL DESCENDANTS OF HEIR
- LASTS AS LONG AS LINEAL DESCENDANTS EXIST
- MODERNLY, VIRTUALLY ABOLISHED.
2
IMPLIED WARRANTY OF HABITIABILITY
- IMPLIED IN EVERY RESIDENTIAL LEASE
- THE PREMISES MUST BE FIT FOR HUMAN HABITATION
1
WATER RIGHTS - REASONABLE USE DOCTRINE
- OWNER MAY USE WATER IN A REASONABLE MANNER.
5
FOR A COURT TO HEAR A CASE - IT MUST
- HAVE JURISDICTION OVER THE PARTIES IN THE CASE
- HAVE JURISDICTION OVER THE SUBJECT MATTER OF THE CASE
- BE THE PROPER VENUE FOR THE CASE
- USE THE PROPER LAW FOR THE CASE
- THE DEFENDANT MUST HAVE NOTICE OF THE CASE
2
MINIMUM CONTACTS - GENERAL JURISDCTION - CONTACTS WITH THE FORUM STATE ARE
- SUFFICIENTLY SYSTEMATIC
- CONTINUOUS
2
BURDEN ON DEFENDANT FOR INCONVIENT FORUM FACTORS - DEFENDANT MUST PROVE A BURDEN OF
- TRAVEL
- TRANSPORT OF WITNESSES AND EVIDENCE
1
OUTCOME DETERMINATIVE TEST
- AN ISSUE THAT WILL CHANGE OR DIRECTLY AFFECT THE CASE’S OUTCOME IS SUBSTANTIVE
2
FORUM SHOPPING DETERRENCE TEST
- WILL FAILURE TO FOLLOW STATE LAW CAUSE LITIGANTS TO FLOCK TO FEDERAL COURT?
- IF SO, STATE LAW MUST BE APPLIED.
2
FINAL JUDGMENT ON THE MERITS OCCURS WHEN
- FED- WHEN JUDGMENT IS RENDERED
- CA - WHEN APPEALS HAVE CONCLUDED
4
REQUIREMENTS FOR RES JUDICATA/CLAIM PRECLUSION
FAPS
- FINAL JUDGMENT ON THE MERITS
- CLAIM WAS ACTUALLY OR COULD HAVE BEEN LITIGATED
- SAME PARTIES OR PRIVIES TO THE LITIGATION
- BOTH CASES ASSERT THE SAME CLAIM
1
FEDERAL COURT - RENEWED JUDGMENT AS A MATTER OF LAW - TIMING REQUIREMENT
- RJMOL MUST BE MADE W/IN 28 DAYS AFTER ENTRY OF JUDGMENT.
5
JUDICIAL POWERS - FEDERAL COURTS HAVE POWER TO REVIEW CASES
- BETWEEN TWO STATES
- BETWEEN CITIZENS OF DIFFERENT STATES
- BETWEEN STATES AND FOREIGN ENTITIES
- INVOLVING ADMIRALTY
- INVOLVING FEDERAL LAWS OR U.S. CONSTITUTION
3
CONGRESSIONAL POWERS - DORMANT COMMERCE CLAUSE - FACIALLY DISCRIMINATORY STATE LAW UPHELD WHERE
- IT FURTHERS AN IMPORTANT NON ECONOMIC INTEREST AND
- THERE ARE NO LESS DISCRIMINATORY ALTERNATIVES AVAILABLE
- OR THE STATE IS A MARKET PARTICIPANT.
3
SUBSTANTIVE DUE PROCESS - NON FUNDAMENTAL RIGHTS ARE INVOLVED WHERE REGULATIONS AFFECT
- SOCIAL WELFARE
- ECONOMIC WELFARE
- NON-FUNDAMENTAL PERSONAL RIGHTS
2
SILA SEARCH - PROTECTIVE SWEEP - WHEN THE SUSPECT IS ARRESTED AT HOME - POLICE MAY SEARCH
- SPACES ADJOINING THE PLACE OF ARREST
- ANYWHERE ARTICULABLE SUSPICION OF DANGER EXISTS WITH SPACES SWEPT
1
MAILBOX RULE REJECTION
- REJECTION IS EFFECTIVE UPON RECEIPT
4
REQUIREMENTS FOR FINDING CONSEQUENTIAL DAMAGES
- DAMAGES CLEARLY CONTEMPLATED AT CONTRACT’S FORMATION
- CLEARLY UNAVOIDABLE BY THE PLAINTIFF
- CERTAIN IN AMOUNT
- CAUSED BY THE BREACH
2
DEFENSE OF DURESS (CONTRACTS)
- WHERE DEFENDANT ENTERED CONTRACT DU TO THREAT OF HARM
- OR WHERE DELIBERATE ACTS WHERE PERFORMED TO CREATE THE THREAT OF ECONOMIC HARM.
1
UCC - WAIVER OF CONDITION CREATED BY NO WRITING FOR A MODIFICATION TO A CONTRACT FOR THE SALE OF GOODS OVER $500 CAN BE RETRACTED BY PROMISEE BY
- PROMISEE’S REASONABLE NOTICE TO THE PROMISOR THAT STRICT PERFORMANCE OF THE WAIVED CONDITION WILL BE REQUIRED.
2
REQUIREMENTS OF ZEALOUS ADVOCACY W/IN THE BOUNDS OF LAW - LAWYER CANNOT ADVISE A CLIENT TO
- VIOLATE LAW
- FILE A FRIVILOUS LAWSUIT
2
SOLICITATION LETTERS MUST NOT CONTAIN
- GUARANTEES OF CASE SUCCESS
- CLAIMS OF SPECIAL EXPERTISE UNLESS ATTORNEY CERTIFIED BY RELEVANT STATE AUTHORITIES
2
CA RULES AGAINST SEXUAL RELATIONSHIP WITH CLIENT
- CANNOT REPRESENT IF SEXUAL RELATIONSHIP IMPAIRS REPRESENTATION
- CANNOT USE UNDUE INFLUENCE TO GAIN SEXUAL RELATIONS
1
COLLATERAL SOURCE RULE
- PLAINTIFF’S DAMAGES ARE NOT REDUCED BY AMOUNT OF BENEFITS PAID BY OTHER SOURCES
2
MBE MISSED - RESTRICTIVE COVENANT IS ENFORCEABLE AGAINST SUBSEQUENT PURCHASERS WHERE SUBSEQUENT PURCHASERS HAVE
- ACTUAL NOTICE OR
- CONSTRUCTIVE NOTICE OF RESTRICTIVE COVENANT
4
MBE MISSED - RECOVERY FOR WITNESSES OF NEGLIGENT INJURY MUST BE
- CLOSELY RELATED TO VICTIM
- PRESENT AT SCENE OF INJURY
- AWARE VICTIM WAS BEING INJURED
- SUFFERED SERIOUS EMOTIONAL DISTRESS FROM PRESENCE
3
MBE MISSED - ROBBERY - AFTER PROPERTY TAKEN, USE OF FORCE OR THREAT OF FORCE REQUIREMENT ONLY SATISFIED WHERE
- IMMEDIATELY AFTER TAKING
- DEFENDANT USES FORCE TO STOP VICTIM FROM CATCHING HIM
- OR RETAKING PROPERTY
1
MBE MISSED - REVERTERS ARE NOT SUBJECT TO
- THE RULE OF PERPETUITIES
1
TENANCY AT SUFFERANCE IS CREATED WHEN
- TENANT WRONGFULLY HOLDS OVER PAST EXPIRATION OF A VALID LEASE
6
UNDER THE BEST EVIDENCE RULES, ORIGINAL DOCUMENTS DO NOT NEED TO BE ADMITTED WHERE THEY HAVE BEEN
- LOST OR DESTROYED
- OFFERED FOR INSPECTION
- OUT OF JURISDICTION
- VOLUMINOUS
- IN CONTROL OF THE OTHER PARTY
- KEPT IN THE REGULAR COURSE OF BUSINESS
