R8: Business Structure and Other Law Topics Flashcards
General Partnership
NOT file anything unlimited liab cant assign interest in prop pers liable for other partners profits EQUALLy if no agmt
lmtd LIAB ptnerships
must file
like GP but not pers liab for other ptners just for your own negligence and those below you
profits EQUALLY if no agmt
Limited Partnership
one general and one limited at least
MUST file
profits acc to contrib if no agmt
lmtd ptner pers liab to creditor who though he was general
LLC
MUST file lmted liab and flow thru one person can have one cann inspect books CANT transfer int in prop
pierce corp veil
mixing personal with bus assets
not well capitalized
fraud on existing creditors
judgement rule
director not liab if in good faith
fundamental change process
BOD resolution, notify ALL sholders, sholder appval, filing
short form merger
90% parent merges with subsid. NO sholder appval needed
FUTA
those with 1500 payroll or at least 1 empyee for 20 weeks
BSA reports
CTR- >10k trans 15d
SAR- not normal - 30d
CMIRS - >10k moved out/in US
FBAR - int in foreign bank >10k
BSA recordkeeping
5 yrs for trans 3-10k
BSA exemptions from filing CTR
Phase I
—domestic banks, gov agency, gov auth, listed comp
Phase II
-non listed comp- frequent >10K trans but not one of the forbidden ones
- payroll - regularly pay payroll >10k
Anti trust Laws
Sherman- criminal charges - restraints(horizontal vs vertical) and monopolies
Clayton- only civil - exclusive dealings and mergers
Robinson- price discrim
DODD FRANK
increase financial stability
Title I stability act
creates FSOC- treats threats to stab
req banks with >50B assets to submit reports
Title II Bnkruptcy
give auth to liquidate fin inst that are a risk
sets up orderly liquid fund to liquidate tehm
Title 4 private fund advisor
reqs reports and to keep records
Volker rule
cant trade with a hedge fund if it will result in >3% ownership
Title 7 wallstreet
swaps reqd to use clearinghouses
reqs dealers to meet min cap& mgin reqs
Title 9 - Investor Protection
broker/dealer- advice should be atune with cust needs
Nat Recog Stat Orgs- must have eff IC for procs to det credit ratings
Exec compen- must be appvd every 3 yrs
Docs of TItle
negotiated acc to magic words
