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REG > R&: Agency, Bkruptcy, Secs Law, CPA Liab > Flashcards

R&: Agency, Bkruptcy, Secs Law, CPA Liab Flashcards

1
Q

Agency power created by

A

actual auth (exp or imp)
app auth
ratification

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2
Q

Ratification reqs

A

cant if princ undiscl
can’t if 3rd pty w/draws
must ratif entire trans
3pty must believe agent acted on his behalf

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3
Q

contractual liab on the principal

A

depends on whether agent had AUTH (actual or app) or ratified. if so then LIABLE

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4
Q

Contractual liab on the agent

A

depends whether disclosed princ
discl princ& have auth- not liable
undiscl princ & have auth - liable
– if no auth also liable

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5
Q

contractual liab on 3rd pty

A

only princ can hold liable

will not be liable if -> princ fraudulently concealed OR increase burden on 3rd pty if perform

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6
Q

TORT Liab on principal

A

liable if employee and tort within scope of employment

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7
Q

Chp7 income calculation

A

Avg6mths X 12 compared to median
if below media- chp7 OK
if above then MEANS TEST

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8
Q

Chp 7 means test

A

(avg monthly - allowed exps) X 60
if chp7 OK
if bet 7025 &11225 -> ok if below 25%of unsec claims
if >11225 NO chp7. Chp13 or dismissed

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9
Q

who can’t do Chp 7

A

companies are not discharged they are DISSOLVED

RIBS not allowed - railroad, ins COMPS, banks, small invmt comps

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10
Q

chp 13

A

trustee appted

pay debts in 3-5 yr period

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11
Q

who can’t do chp 11?

A

NO BIBS

railroads ok. BROKERS NOT ok.

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12
Q

CHp 11 classes

A

credit counseling reqd if person

no more than 180 days before OR no more than 20d after

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13
Q

CH7& 11 can be involuntary

A

when NOT paying when due

NOT for farmers or CHAR orgs

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14
Q

involuntary creditor reqs

A

at least 14,425 in creditors
12 then 3 or more creds in that amount
(unsec debts)

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15
Q

included in bkruptcy estate

A

prop @file date and income from it

stuff acqd trhu divorce/inher/ins w/in 180 days

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16
Q

trustee can disaffirm PREFERENTIAL pmts if

A
  • 90d before file
  • 1 yr before file (insider)
  • on antecedent debt
  • while insolvent
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17
Q

pmts that CANT be set aside

A
  • ord course of bus (value exch)
  • PMSI in equp w/in 30 days
  • consumer pmts <600
  • support oblig
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18
Q

Objections to Discharge

A
  • NOT indiv
  • fraud transfers/prop concealed
  • NOT kept books
  • 8yr rule
  • bktrupcy crime
  • NO expl for loss of assets
  • NOT asnwer Qs
  • improper conduct
  • waiver to discharge
  • NOt complete course
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19
Q

Exceptions to Discharge- WAFTED

A 
W-willful injury
A- alimony
F- fines &penalties
T- taxes of last 3 yrs
E- Educ loans
D- Debts not listed by debtor in time
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20
Q

Reaffirmation of Dischgd- (debtor doesnt want them discharged)

A
  • agmt to NOT discharge is before the actual dsch
  • provision stated that he can rescind before dischg or 60d after w/ notice
  • debtor told it’s NOT reqd by law & told of effect
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21
Q

Revocation of Discharge ( trustee/creditor canceled the disch)

A
  • fraudulent discharge
  • prop not discl
  • failed to obey or answer Q’s
  • no good expl for no docs or mat misst
22
Q

Distribution of assets on Bkruptcy

A

secured creditors - up to the sec asset amt
priority claims
general creditors - pro rata share

23
Q

Priority Claims Order

A 
SAG WEG CTD
Support
Alimony
Gap liabs
Wages - 11225 limit -180d
Empy Bens- 11225 reduced by wages
Grain farm- 5,775limit
Consumer deposit -2,500 max
Tax claim
DWI
24
Q

CHp11 when can the creditor file the plan?

A
  • debtor hasnt filed w/in 120 d
  • trustee appted
  • debtr plan NOT accepted w/in 180d
25
Q

Acceptance of plan conditions

A

unsec claims- 2/3 $claims & 1/2amt of claims

impaired ints - 2/3 $$ interests

26
Q

court can confirm plan even if not accepted by all classes if:

A 
accepted at least by one class
not unfairly discriminatory
27
Q

security definition on sec law

A
  • when you rely on mgmt of others to make money

CD and gen ptship ints NOT included

28
Q

1933 Sec Law

registration reqs

A

applies to all underwrites, issuers, dealers

29
Q

1933 Sec Law

Registration Statement

A 
2 parts - Prospectus - offer to sell
------------AudBS& IS
facts dislosed: dirs, officers, >10%
----stock/debt outstanding
-----purposes for proceeds
-----anything that affects secs
30
Q

shelf registrations

A

1933- for future issues - ok if usually file under ‘34 at least one year

31
Q

Timetable of Reg stmt

A

Prefiling - 30d before Reg- no sales
waiting -after reg before eff- some activity ok
posteff- after eff date - 20d after reg

32
Q

allowed sales activity durig waiting period

A
  • oral offers ok
  • tombstone ad- ids sec, price, & who execs order
  • prelim (herring) prospectus- not yet final
  • summ prospectus- ok
33
Q

seasoned filers

A

filing under ‘34 at least one yr
not fail to pay divs and not default on debt
allowed to
— release factual info during wating period but cant contain anything on regst offering

34
Q

WKSI

A

700M in equity outstanding in the hands of ppl not affiliated with issuer

  • can make oral/writ offers at ANY time
  • special regstn eff imm
  • can file FREEWRITING prospectus
  • — can contain anything that doesnt conflict
  • — muts be filed w/ SEC and kept 3 yrs
  • —says where the prelim prospectus can be obtained
35
Q

1933 registrations exemptions

BRINGS secs exemptions

A 
BRINGS
Banks, savings, loans
Reg comm carriers (railroads)
Ins POLS (comps are NOT exempt)
Non profit
Gov (not for propietary purposes)
ST comm paper (<9mths)
36
Q

1933 registrations exemptions

transaction exemptions

A

casual sale - not by dealers, undrW, issuers
exisiting sholders &NO commission
intrastate - only ppl in that state and must do 80%bus there
REG A(partial exemption) - offering stmt filed
REG D (500’s) private issuances

37
Q

1933 REG D 504

A

1M limit
no limit on purchasers
no special discl

38
Q

1933 REG D 505

A

5M limit
no limit on accredited
no more than 35 unaccred
if any unaccred then provide to EVERYONE audFS

39
Q

1933 REG D 506

A

no $limit
no more than 35 unaccred/sophis
if any of those give ALL audFS

40
Q

1933 Liability

A

S11- Civil Liab on Reg stmt
S12- civil anti fraud- no reg stmt, no prosp to all, or mat false info on stmtt. NO scienter. imm purchaser can sue
S17 CRIMINAL anti fraud- any fraud with issue

41
Q

S11 1933

A

prove ALM
acqd sec,Loss suffered, mat misst

w/in 1 yr of discovery & 3 yrs of offering

42
Q

1934 Sec law

A

concerend with exch of secs
regst&rep provision - to some
anti fraud- to ALL

43
Q

1934 MUST register

A

national exch
200 sholders
10M assets

exempt -> banks, invtm comps, char orgs

44
Q

1934 must REPORT

A

regstd under 34 & 33

45
Q

1934 what must be reported

A

10k. 10q, 8k, tender offers made, >5%owners, insider trans, proxy stmts

46
Q

1934 liability

A

S18- intentional false stmts - best defense NO scienter

10b-5- applies to ALL- fraud w/ purch/sale sec

47
Q

1934 10b5 what must be proven

A 
b/s, L, M, S, R, I
bough or sold
loss
mat misrep
scienter
reliance
interstate commerce (phone, nat exch)
48
Q

CPA legal liab - breach

A

only liab to client and named 3rd pty benef

cntc defenses apply

49
Q

CPA legal liab - NEG

A

must prove:
duty of care, duty breached, injury, damages

liab to ppl CPA KNOWS will rely
ultamares- more narrow- intended 3rd pty

defense: due diligence or damanges not caused by neg

50
Q

CPA legal liab - actual fraud

A 
5 elems:
mirsep of fact
actual reliance
intent to make rely
damages
scienter

liab to anyone who can prove these

51
Q

CPA legal liab - cons fraud (gross neg)

A

same as fraud elements but NO scienter

52
Q

OK to SHOW Wps if

A 
subpoena
pospective buyer
state cpa society quality review
defend lawsuit
AICPA/state trial board investig
GAAp/GASS disc

REG (8 decks)

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