Law Quiz 4 Flashcards
Limited liability company definition
group of people who come together for the purpose of reducing their responsibility/their financial risk
what is the minimum number of people to form an LLC
1
why do LLCs have to have LLC in their name
so that the other company knows what they are working with, they would want a large insurance policy If they know that your liability is limited
an LLC is made up of ___
an LLC is run by ___
made up of members
run by managers
an LLC is made up of ___
members
an LLC is run by ____
managers
in an LLC, all ___ are ___, but not all ____ are ____
all managers are members but not all members are managers
what can determine each member’s percentage ownership in an LLC
- amount of money contributed
- amount of property/equipment contributed
- ideas contributed
- experience/skills
- time/effort
- contacts (who they know)
- what they all agree on/want/decide on (someone could provide 90% of the $ but have minority ownership share)
members of an LLC share in ___ and ___
members of an LLC share in profits and losses
operating agreement definition
a written contract signed by the members which sets out their rights and duties and describes how the LLC is to be run or managed
most important part: list of members and their percent shares
T/F: members of an LLC can sell or transfer their interests to non-members
true
steps of member transferring interests to non-member
- person leaving would need to tell everyone that they wanted out, give them the opportunity to buy their shares (the right of first refusal)
- B can always get out, but E can only get in if ACD approve of it
passive LLC member
doesn’t participate in meetings but does share in profits or loss
may happen when ACD didn’t let in E but B gave them their interests
characteristics of corporations
- they are a separate and distinct entity from their shareholders
- they can sue and be sued
- they can enter into contracts
- they can buy and sell property
- they are created under state, not federal, law
- shareholders in a corporation have limited liability (their liability is limited to the value of their shares at a particular point in time)
- they exist forever (until they are dissolved, merged, etc.)
- they are considered a person under the law (i.e. what rights they are entitled to)
can nonprofit corporations make a profit
legally, they can make a profit, but they must retain or reinvest them in the company
examples of subsidiary corporations
pepsi, P&G, disney
parent company, subsidiaries, more subsidiairies
what’s good about subsidiary companies for the parent company
- diversity risk
- marketing/differentiation
- easier to manage
discrimination definition
treating people differently based upon some characteristicl
legal workplace discrimination
- role/responsibility/tenure
- education/certifications
- skills/effort
- age (younger end)
- criminal record
- appearance (voluntary appearance only)
illegal workplace discrimination
- race/ethnicity
- gender/pregnancy status
- religion
- disability
- age (40+)
- national origin
- veteran status
- sexual orientation
- transgender status
- genetic information
rules about age and appearance discrimination
can’t discriminate about age if they’re over 40
can’t discriminate about appearance if its involuntary
union definition
groups of workers who organize together to advance their collective interest on issues such as
wages, working conditions, benefits, hours
where do unions usually occur
public service jobs where there are big power imbalances
Manufacturing
Construction/labor
Education
Truckers
Healthcare
Food service
Sports
Public safety (police/fire)
sexual harassment
conduct of a sexual nature that is so pervasive and severe that it impacts the victims ability to do their job
2 types
1. quid pro quo (do this, get that)
2. hostile work environment (more common)
disability definition
a physical or mental impairment which significantly impacts one or more major life activities
disability rule
if an employee has a disability, the employer must provide the employee with reasonable accommodations
if an employee has a disability, the employer must provide the employee with ____ _____
reasonable accommodations
family medical leave act FMLA
federal law that allows employees to take up to 12 weeks of UNPAID leave off each year to deal with a serious medical condition of their own, their spouse, their child, or their parent
it guarantees that they will have a job waiting for them when they return (usually the same job)
whats the catch with FMLA
how many weeks off
its unpaid time
up to 12 weeks off
Chapter 7 bankruptcy
For individuals and businesses
Liquidation: selling assets to pay creditors
Chapter 9 bankruptcy law
Only available to cities and towns
Chapter 11 and 13 bankruptcy law
Reorganization
11: businesses
13: individuals
In situations where the individual debtor (or a company) earns a good income but still cannot pay their debts in full, they can file a chapter 11 (business) or 13 (individual). In those cases, they pay all of their excess monthly cashflow to their creditors for a 60 month period. Whatever debt is left after this 60 month period is discharged (goes away).
If you make too much money to file a 7, you have to file an 11 or 13
Negotiable instruments
piece of paper that could be turned into something worth something, like cash. Most common form of a negotiable instrument
Is a check
Who uses bylaws and who uses operating agreements
Corporations have bylaws, Limited Liability Companies have operating agreements
Bylaw definition
Written internal rules that corporations adopt and follow that govern their affairs and activities
