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Law 2 > Exam 4 Vocab > Flashcards

Exam 4 Vocab Flashcards

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1
Q

A relationship between two parties in which one party (the agent) agrees to represent or act for the other (the principal)

A

Agency

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2
Q

A person having a duty created by his or her undertaking to act primarily for another’s benefit in matters connected with the undertaking

A

Fiduciary

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3
Q

A relationship founded on trust and confidence

A

Fiduciary

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4
Q

One who works or, and receives payment from, an employer but whose working conditions and methods are not controlled by the employer

A

Independent Contractor

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5
Q

A party’s act of accepting or giving legal force to a contract or other obligation entered into by another that previously was not enforceable

A

Ratification

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6
Q

A rule requiring that an agent’s authority be in writing if the contract to be made on behalf of the principal must be in writing

A

Equal Dignity Rule

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7
Q

Authorization for another to act as one’s agent or attorney in either specified circumstances or in all situations

A

Power of Attorney

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8
Q

A public official authorized to attest to the authenticity of signatures

A

Notary Public

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9
Q

Authority that is only apparent, not real

A

Apparent authority

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10
Q

Arises when the principal causes a third party to believe that the agent has authority, even though she or he does not

A

Apparent Authority

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11
Q

A principal whose identity is known to a third party at the time the agent makes a contract with the third party

A

Disclosed Principal

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12
Q

A principal whose identity is unknown by a third party, but the third party knows that the agent is or may be acting for a principal at the time the agent and the third party form a contract

A

Partially Disclosed Principal

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13
Q

A principal whose identity is unknown by a third party, and that person has no knowledge that the agent is acting for a principal at the time the agent and the third party form a contract

A

Undisclosed Principal

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14
Q

A doctrine under which a principal or an employer is held liable for the wrongful acts committed by agents or employees while acting within the course or scope of their agency or employment

A

Respondeat Superior

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15
Q

Indirect liability imposed on a supervisory party for the actions of a subordinate because of the relationship between the two parties

A

Vicarious Liability

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16
Q

A common law doctrine under which either party may terminate an employment relationship at any time for any reason, unless a contract specifies otherwise

A

Employment at Will

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17
Q

An employee’s disclosure to government authorities, upper-level managers, or the media that the employer is engaged in unsafe or illegal activities

A

Whistleblowing

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18
Q

An employer’s termination of an employee’s employment in violation of the law or an employment contract

A

Wrongful Discharge

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19
Q

The lowest wage, either by government regulation or union contract, that an employer may pay an hourly worker

A

Minimum Wage

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20
Q

State statutes that establish an administrative process for compensating workers for injuries that arise in the course of their employment, regardless of fault

A

Workers’ Compensation Laws

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21
Q

The creation of an absolute or unconditional right or power

A

Vesting

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22
Q

The process of verifying the employment eligibility and identity of a new worker. Must be completed within three days after the worker commences employment

A

I-9 Verification

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23
Q

A document, known as a green card, that shows that a foreign born individual can legally work in the united states

A

I-551 Alien Registration Receipt

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24
Q

A firm that requires union membership by its workers as a condition of employment, which is illegal

A

Closed Shop

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25
Q

A firm that requires all workers, once employed, to become union members within a specified period of time as a condition of their continued employment

A

Union Shop

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26
Q

A state law providing that employees may not be required to join a union as a condition of retaining employment

A

Right-To-Work Law

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27
Q

An illegal agreement in which employers voluntarily agree with unions not to handle, use, or deal in the nonunion-produced goods of other employers

A

Hot-Cargo Agreement

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28
Q

A card signed by an employee that gives a union permission to act on his or her behalf in negotiations with management

A

Authorization Card

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29
Q

The process by which labor and management negotiate the terms and conditions of employment, including working hours and workplace conditions

A

Collective Bargaining

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30
Q

An action undertaken by unionized workers when collective bargaining fails, the workers leave their jobs, refuse to work and picket the employers workplace

A

Strike

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31
Q

An illegal strike directed at suppliers and customers of the primary employer with whom the union has a labor dispute

A

Secondary Boycott

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32
Q

Occurs when an employer shuts down to prevent employees from working typically because it cannot reach a collective bargaining agreement with the union

A

Lockout

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33
Q

A group of persons protected by specific laws because of the group’s defining characteristics, including race, color, religion, national origin, gender, age, and disability

A

Protected Class

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34
Q

Treating employees or job applicants unequally on the basis or race, color, national origin, religion, gender, age, or disability

A

Employment Discrimination

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35
Q

A form of employment discrimination that results when an employer intentionally discriminates against employees who are members of protected classes

A

Disparate-Treatment Discrimination

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36
Q

A case in which the plaintiff has produced sufficient evidence of his or her claim that the case will be decided for the plaintiff unless the defendant produces no evidence to refute it

A

Prima Facie Case

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37
Q

Discrimination that results from certain employer practices or procedures that, although no discriminatory on their face, have a discriminatory effect

A

Disparate-Impact Discrimination

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38
Q

A termination of employment brought by making the employee’s working conditions so intolerable that the employee reasonably feels compelled to leave

A

Constructive Discharge

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39
Q

The demanding of sexual favors in return for job promotions or other benefits, or language or conduct that is so sexually offensive that it creates a hostile working environment

A

Sexual Harassment

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40
Q

A significant change in employment status or benefits, such as occurs when an employee is fired, refused a promotion, or reassigned to a lesser position

A

Tangible Employment Action

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41
Q

A defense to an allegation of employment discrimination in which the employer demonstrates that an employment practice that discriminates against members of a protected class is related to job performance

A

Business Necessity

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42
Q

Identifiable characteristics reasonably necessary to the normal operation of a particular business; can include gender, national origin, and religion, but not race

A

Bona Fide Occupational Qualification

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43
Q

A system in which those who have worked longest for an employer are first in line for promotions, salary increases, and other benefits, and are last to be laid off if the workforce must be reduced

A

Seniority System

44
Q

Job-hiring policies that give special consideration to members of protected classes in an effort to overcome present effects of past discriminations

A

Affirmative Action

45
Q

One who initiates and assumes the financial risk of a new business enterprise and undertakes to provide or control its management

A

Entrepreneur

46
Q

The simplest form of business organization, in which the owner is the business, reports business income on his or her personal income tax return, and is legally responsible for all debts and obligations incurred by the business

A

Sole Proprietorship

47
Q

Any arrangement in which the owner of a trademark, trade name, or copyright licenses another to use that trademark, trade name, or copyright in the selling of goods or services

A

Franchise

48
Q

One receiving a license to use another’s trademark, trade name, or copyright in the sale of goods and services

A

Franchisee

49
Q

One licensing another to use the owner’s trademark, trade name, or copyright in the selling of goods or services

A

Frachisor

50
Q

An agreement by two or more persons to carry on, as co-owners, a business for profit

A

Partnership

51
Q

The market value of the good reputation of any company, partnership, or other business entity

A

Goodwill

52
Q

A business entity that has no tax liability. The entity’s income is passed through to the owners, and they pay taxes on the income

A

Pass-Through Entity

53
Q

A tax return submitted by a partnership that only reports the business’s income and losses. The partnership itself does not pay taxes on the income, but each partner’s share of the profit, whether distributed or not, is taxed as individual income to that partner

A

Information Return

54
Q

A written agreement that sets forth each partner’s rights and obligations with respect to the partnership

A

Articles of Partnership

55
Q

Partnership liability imposed by a court on persons who have held themselves out to be partners, even though they were not, and others have detrimentally relied on their representations

A

Partnership Estoppel

56
Q

The act or agreement of a debtor permitting a judgment to be entered against him or her by a creditor for an agreed sum without the institution of legal proceedings

A

Confession of Judgment

57
Q

In partnership law, an order granted by a court to a judgment creditor that entitles the creditor to attach a partner;s interest in the partnership

A

Charging Order

58
Q

In partnership law, the partners’ share liability for partnership obligations and debts. A third party must sue all of the partners as a group, but each partner can be held liable for the full amount

A

Joint Liability

59
Q

In partnership law, a doctrine under which a plaintiff may sue, and collect a judgment from, all of the partners together or one or more of the partners separately. A partner can be held liable even if she or he did not participate in, ratify, or know about the conduct that gave rise to the lawsuit

A

Joint and Several Liability

60
Q

The severance of the relationship between a partner and a partnership when the partner ceases to be associated with the carrying on of the partnership business (buyout)

A

Dissociation

61
Q

The amount payable to a partner on his or her dissociation from a partnership, based on the amount distributable to that partner if the firm were wound up on that date, and offset by any damages for wrongful dissociation

A

Buyout Price

62
Q

The formal disbanding of a partnership or a corporation. It can take place by

  • Acts of the partners or, in a corporations, acts of the shareholders and board or directors
  • The subsequent illegality of the firm’s business
  • The expiration of a time period stated in a partnership agreement or a certificate of incorporation or
  • Judicial decree
A

Dissolution

63
Q

The second of two stages in the termination of a partnership or corporation, in which the firm’s assets are collected, liquidated, and distributed, and liabilities are discharged

A

Winding Up

64
Q

A partnership consisting of one or more general partners, and one or more limited parters

A

Limited Partnership

65
Q

In a limited partnership, a partner who assumes responsibility for the management of the partnership and has full liability for all partnership debts

A

General Partner

66
Q

In a limited partnership, a partner who contributes capital to the partnership but has not right to participate in its management. The partner has no liability for partnership debts beyond the amount of her or his investment

A

Limited Partner

67
Q

A hybrid form of business enterprise that offers the limited liability of a corporation and the tax advantages of a partnership

A

Limited Liability partnership

68
Q

A person who has an ownership interest in a limited liability company

A

Member

69
Q

The document filed with a designated state official (State Dept of Assessment and Taxation) by which a limited liability company is formed

A

Articles of Organization

70
Q

An agreement in which the members of a limited liability company set forth the details of how the business will be managed and operated

A

Operating Agreement

71
Q

A joint undertaking for a specific commercial enterprise by two or more persons or business entities. Treated like a partnership for federal income tax purposes

A

Joint Venture

72
Q

A group of individuals or firms that join together to finance a project. AKA investment Group

A

Syndicate

73
Q

A hybrid form of business organization that combines characteristics of a corporation and a partnership. Usually regarded as a partnership for tax and other legal purposes

A

Joint Stock Company

74
Q

A form of business organization, created by a written trust agreement, that resembles a corporation. Legal ownership and management stay with the trustees, and the profits are distributed to the beneficiaries, who have limited liability

A

Business Trust

75
Q

An association which may or may not be incorporated, that is organized to provide an economic service to its members.

A

Cooperative

76
Q

A legal entity formed in compliance with statutory requirements that is distinct from its shareholder-owners

A

Corporation

77
Q

A distribution of corporate profits to the corporation’s shareholders in proportion to the number of shares held

A

Dividend

78
Q

The portion of a corporation’s profits that has not been paid out as dividends to shareholders

A

Retained Earnings

79
Q

A company whose business activity is holding shares in another company

A

Holding Company

80
Q

Ina given state, a corporation that is organized under the law of that state

A

Domestic Corporation

81
Q

In a given state, a corporation that does business in that state, but is not incorporated there

A

Foreign Corporation

82
Q

A corporation formed in another country but doing business in the United States

A

Alien Corporation

83
Q

A corporation whose shareholders are limited to a small group of persons, often only family members

A

Close Corporation

84
Q

The document containing basic information about the corporation that is filed with the appropriate state official, usually the secretary of state, when a business is incorporated

A

Articles of Incorporation

85
Q

The internal rules of management adopted by a corporation at its first organizational meeting

A

Bylaws

86
Q

Acts of a corporation that are beyond its express and implied powers to undertake

A

Ultra Vires

87
Q

To put funds or goods together into one mass so that they are mixed to such a degree that they no longer have separate identities, as when personal and corporate interests are mixed together to the extent that the corporation has no separate identity

A

Commingle

88
Q

The agreement between the issuer of a bond and the bondholder that sets out the terms and features of the bond issue

A

Bond indenture

89
Q

Generally, stocks, bonds, or other items that represent an ownership interest in a corporation or a promise of repayment of debt by a corporation

A

Securities

90
Q

An ownership interest in a corporation, measured in units of shares

A

Stock

91
Q

A security that evidences a corporate debt

A

Bond

92
Q

Shares of ownership in a corporation that give the owner of the stock with a proportionate interest in the corporation with regard to control, earnings, and net assets. Lowest in priority with respect to payment of dividends and distribution of the corporations assets on dissolution

A

Common Stock

93
Q

Stock that has priority over common stock as to payment of dividends and distribution of assets on the corporation’s dissolution

A

Preferred Stock

94
Q

Financing provided by professional, outside investors to new business ventures

A

Venture Capital

95
Q

Funds invested by a private equity firm in an existing corporation, usually to purchase and recognize it

A

Private Equity Capital

96
Q

The legal combination of two or more corporations in such a way that only one corporation continues to exist, having acquired all of the assets and liabilities of the other corporation

A

Merger

97
Q

The legal combination of two or more corporations that can be accomplished without the approval of the shareholders of either corporation because one company owns at least 90% of the outstanding shares of each class of stock of the other corporation

A

Short-Form Merger

98
Q

The formal disbanding of a corporation which can take place by:

  • An act of the state
  • An agreement of the shareholders and the board of directors
  • The expiration of a time period stated in the certificate of incorporation
  • A court order
A

Dissolution

99
Q

In a corporate dissolution, a court appointed person who winds up corporate affairs and liquidates corporate assets

A

Receiver

100
Q

Prohibits am employer from eliminating a workers medical, optical, or dental insurance on the voluntary or involuntary termination of the workers employment

A

COBRA

101
Q

A close business organization that has most corporate attributes, including limited liability, but qualifies under the IRS to be taxed as a partnership

A

S Corporation

102
Q

The legal combination of two or more corporations in such a way that the original corporations cease to exist, and a new corporation emerges with all their assets and liabilities

A

Consolidation

103
Q

The corporation to be acquired in a corporate takeover

A

Target corporation

104
Q

The acquisition of control over a corporation through the purchase of a substantial number of the voting shares of the corporation

A

Takeover

105
Q

An offer made by one company directly to the shareholders of another company to purchase their shares of stock

A

Tender offer

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