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Business Law 2 > Unit Three Test > Flashcards

Unit Three Test Flashcards

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1
Q

form of business ownership in which one individual owns the business

A

sole or individual proprietorship

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2
Q

pooling of capital resources and the business or professional talents of two or more individuals with the goal of making a profit

A

partnership

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3
Q

partnership in which at least one partner has a liability limited to the loss of the capital contribution made to the partnership

A

limited liability partnership

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4
Q

a partnership for federal tax treatment and the limited liability feature of the corporate form of business organization

A

limited liability company

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5
Q

artificial being created by governmental grant, which, for many purposes is treated as a natural person

A

corporation

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6
Q

relationship in which two or more persons or firms combine their labor or property for a single undertaking and share profits and losses equally unless otherwise agreed

A

joint venture

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7
Q

combination of two or more persons for the furtherance of a common nonprofit purpose

A

unincorporated association

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8
Q

group of two or more persons or enterprises that acts through a common agent with respect to a common objective, such as buying or selling

A

cooperative

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9
Q

privilege or authorization, generally exclusive, to engage in a particular activity within a particular geographic area, such as a government franchise to operate a taxi company within a specific city, or a private franchise as the grant by the manufacturer of a right to sell products within a particular territory or for a particular number of years

A

franchise

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10
Q

party granting the franchise

A

franchisor

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11
Q

person to whom franchise is granted

A

franchisee

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12
Q

sets forth rights of franchisee to use trademarks etc of franchisor

A

franchise agreement

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13
Q

mark that identifies a product

A

trademark

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14
Q

name under which a business is carried on and if fictitious must be registered

A

trade name

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15
Q

products total image including its overall packaging look

A

trade dress

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16
Q

formula, device, or compilation of information that is used in ones business and is of such a nature that it provides an advantage over competitors who do not have the information

A

trade secret

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17
Q

FTC rule requiring detailed disclosures and prohibiting certain practices

A

franchise rule

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18
Q

partnership in which the partners conduct as coowners a business for profit, and each partner has a right to take part in the management of the business and has unlimited liability

A

general partnership

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19
Q

one of two or more persons who jointly own and carry on a business for profit

A

partner

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20
Q

partners who publicly and actively engage in the transaction of firm business

A

general partners

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21
Q

combination or two or more persons for the furtherance of a common nonprofit purpose

A

unincoprorated association

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22
Q

document prepared to evidence the contract of the parties

A

partnership agreement

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23
Q

ownership relationship that exists between partners under the uniform partnership act

A

tenancy in partnership

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24
Q

order by a court, after a business partners personal assets are exhausted, requiring that the partners share of the profits by paid to a creditor until the debt is discharged

A

charging order

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25
Q

authority of an agent to perform a certain act

A

express authority

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26
Q

apportions parters responsibility for partnership debt equally

A

joint liability

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27
Q

disproportionate satisfaction of partnership debt rendering each partner liable for the entire debt with the right to contribution from other partners

A

joint and several liability

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28
Q

attaching of certain consequences to certain facts because of legal principles that operate automatically, as contrasted with consequences that arise because of the voluntary action of a party designed to create those consequences

A

operation of law

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29
Q

partnership that can be formed by one or more general partners and one or more limited partners

A

limited partnership

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30
Q

partner who neither takes part in the management of the partnership nor appears to the public to be a general partner

A

limited partner

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31
Q

partnership in which the partners conduct as co-owners a business for profit, and each partner has a right to take part in the management of the business and has unlimited liability, general partners publicity and activity engage in the transaction of firm business

A

general partner

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32
Q

artificial being created by governmental grant, which for many purposes is treated as a natural person

A

corporation

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33
Q

written approval from the state or national government for a corporation to be formed

A

certificate of incorporation

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34
Q

grant of authority from a government to exist as a corporation, generally replaced today by a certificate of incorporation approving the articles of incorporation

A

charter

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35
Q

corporation that has been established for governmental purposed and for the administration of public affairs, cities

A

public corporation

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36
Q

corporation organized for charitable and benevolent purposes or for purposes of finance, industry, and commerce

A

private corporation

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37
Q

private corporation furnishing services on which the public is particularly dependent, for example, a gas and electric company

A

quasi public corporation

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38
Q

corporations formed by government that performs public services

A

authorities

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39
Q

corporation that has been incorporated by the state in question as opposed to incorporation by another state

A

domestic corporation

40
Q

corporation incorporated under the laws of another state

A

foreign corporation

41
Q

corporation whose shares are held by a single shareholder or a small group of shareholders

A

close corporation

42
Q

corporation organized for a charitable or benevolent purpose

A

eleemosynary corporation, non profit

43
Q

for profit corporation that sets a goal to create a public benefit while still providing economic returns to its investors

A

benefit corporation

44
Q

power to govern, the power to adopt laws for the protection of the public health, welfare, safety, and morals

A

public power

45
Q

states code listing certain requirements for creation of a corporation

A

general corporation code

46
Q

rules and regulations enacted by a corporation to govern the affairs of the corporation and its shareholders, directors, and officers

A

bylaws

47
Q

corporate stock that the corporation has reacquired

A

treasury stock

48
Q

act or contract that the corporation does not have authority to do or make

A

ultra vires

49
Q

persons who plan the formation of the corporation and sell or promote the idea to others

A

promoters

50
Q

one or more natural persons or corporations who sign and file appropriate incorporation forms with a designated government official

A

incorporator

51
Q

corp with a legal right to exist by virtue of law

A

corporation de jure

52
Q

existing in fact as distinguishing from as of right, as in the case of an officer or a corporation purporting to act as such without being elected to the office or having been properly incorporated

A

de facto

53
Q

corporation that comes about when parties estop themselves from denying that the corporation exists

A

corporation by estoppel

54
Q

combining of two or more corporations in which the corporate existence of each one ceases and a new corporation is created

A

consolidation

55
Q

combining of corporations by which one absorbs the other and continues to exist, preserving its original charter and identify while the other corporation ceases to exist

A

merger

56
Q

relationship of a parent corporation to subsidiary corporations engaged in diversified fields of activity unrelated to the field of activity of the parent corporation

A

conglomerate

57
Q

name for shares of a company that have been issued to stockholders

A

outstanding

58
Q

declared money value of the outstanding stock of the corporation

A

capital stock

59
Q

specified monetary amount assigned by an issuing corporation for each share of its stock

A

par value

60
Q

value found by dividing the value of the corporate assets by the number of shares outstanding

A

book value

61
Q

price at which a share of stock can be voluntarily bought or sold in the open market

A

market value

62
Q

document evidencing a shareholders ownership of stock issued by a corporation

A

certificate of stock

63
Q

stock that has no right or priority over any other stock of the corporation as to dividends or distribution of assets upon dissolution

A

common stock

64
Q

stock that has a priority or preference as to payment of dividends or upon liquidation or both

A

preferred stock

65
Q

a debt investment, a loan to a corporation or govt entity usually for a defined period of time at a fixed interest rate

A

bond

66
Q

date that corporation is required to repay a loan to a bondholder

A

maturity date

67
Q

unsecured bond of a corporation, with no specific corporate assets pledged as security for payment

A

debenture

68
Q

bonds held by owners whose names and addresses are registered on the books of the corporation to ensure proper payment

A

registered bonds

69
Q

agreement setting forth the contractual terms of a particular bond issue

A

bond indenture

70
Q

instrument by which a grantor conveys or transfers the title to a grantee

A

deed

71
Q

usually a commercial banking institution, to represent the interests of the bondholders and ensure that the terms and covenants of the bond issue are met by the corporation

A

indenture trustee

72
Q

fixed amount of money set aside each year by the borrowing corporation toward the ultimate payment of bonds

A

sinking funds

73
Q

contract or agreement to buy a specific number and kind of shares when they are issued by the corporation

A

stock subscription

74
Q

unqualified assent to the act or proposal of another, as the acceptance of a draft, of an offer to make a contract, of goods delivered by the seller, or of a gift or deed

A

acceptance

75
Q

system of voting for directors in which each shareholder has as many votes as the number of voting shares owned multiplied by the number of directors to be elected, and such votes can be distributed for the various candidates as desired

A

cumulative voting

76
Q

authorizing someone else to vote the shares owned by the shareholder

A

voting by proxy

77
Q

written authorization by a shareholder to another person to vote the stock owned by the shareholder, the person who is holder of such a written authorization

A

proxy

78
Q

transfer by two or more persons of their shares of stock of a corporation to a trustee who is to vote the shares and act for such shareholders

A

voting trust

79
Q

shareholders right upon the increase of a corporations capital stock to be allowed to subscribe to such a percentage of the new shares as the shareholders old shares bore to the former total capital stock

A

preemptive right

80
Q

corporation designed to exhaust or use up the assets of the corporation, such as by extracting oil, coal, iron, and other ores

A

wasting assets corporation

81
Q

secondary action for damages or breach of contract brought by one or more corporate shareholders against directors officers or third persons

A

derivative action

82
Q

state statutes designed to protect the public from the same of worthless stocks and bonds

A

blue sky laws

83
Q

the original distribution of securities by the issuing corporations

A

primary offerings

84
Q

stocks and bonds issued by a corporation, under some investor protection laws, the term includes any interest in an enterprise that provides unearned income to its owner

A

securities

85
Q

document disclosing specific financial information regarding the security, the issuer, and the underwriter

A

registration statement

86
Q

information provided to each potential purchaser of securities setting forth the key info contained in the registration statement

A

prospectus

87
Q

provisions of the securities act of 1933 requiring advance disclosure to the public of a new securities issue through filing a statement with the sec and sending a prospectus to each potential purchaser

A

registration requirements

88
Q

a theory that in an open and developed securities market, the price of a stock is determined by the information on the company available to the public, and misleading statements will defraud purchasers of stock even if they do not directly rely on these statements

A

fraud on the market

89
Q

privileged information on company business known only to employees

A

insider imformation

90
Q

full time corporate employee or a director

A

insider

91
Q

someone retained by a corporation for professional services on an as needed basis, such as an attorney, accountant, or investment banker

A

temporary insider

92
Q

individual who receives information about a corporation from an insider or temporary insider

A

tippee

93
Q

profit realized by a corporate insider from selling securities less than six months after purchase

A

short swing profit

94
Q

general offer to all shareholders of a target corporation to purchase their shares for cash at a specified price

A

cash tender offer

95
Q

minimum number of persons, shares represented, or directors who must be present at a meeting in order to lawfully transact business

A

quorum

96
Q

rule that allows management immunity from liability for corporate acts where there is a reasonable indication that the acts were made in good faith with due care

A

business judgment rule

Business Law 2 (8 decks)

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