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Legal Environment of Business
Exam 3
44
Business
Undergraduate 2
04/26/2009

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Cards

Term
sole proprietorship
Definition
Most common, easy to create, no need to file anything, owner and business are the same, easy to transfer ownership pg.293
Term
General Partnership
Definition
lasts as long as partners want to work together. Jointly liable under contract of partnership. Tort the partners are jointly and severally Liable.
Must be (1) two or more persons (2) carrying on a business (3) as co-owners (4) for profit... The right to split losses and split profits defines a partnership
Term
Limited Partnership
Definition
General Partners, and Limited Partners. General manage the partnership, and limited is liable for what they put into the company. Limited can become general. It is formal.
Term
Limited Liability Company (LLC)
Definition
statute are designated in the state level. Good parts of both corporations/partnerships.
Term
Limited Liability Partnership (LLP)
Definition
Most must have malpractice insurance file, all partners are limited partners and there are no general partners.
Term
common stock
Definition
voting
Term
preferred stock
Definition
advantageous (preference)
Term
bonds
Definition
long term corporate debt secured by assets
Term
debentures
Definition
not-secured long term debts
Term
Notes
Definition
short term, non-secured or secured
Term
authorized
Definition
how many they can put out
Term
Issued
Definition
shares that are sold
Term
Treasury stock
Definition
buyback stocks, stock can not vote
Term
Outstanding
Definition
amount (Issued - treasury stock)
Term
Mergers
Definition
two corporations merge to form into 1
Term
Merged
Definition
no longer exists
Term
Tender offer
Definition
buy other companies stock to soon own
Term
Derivative law suites
Definition
shareholder sues on behalf of corporation,
Term
Duty of care
Definition
have due care in the order of duty responsible for doing full investigation
Term
Agency
Definition
a relationship that results from consent by one person to another that the other shall act in his behalf under his control pg.651
Term
Agency Express
Definition
say exactly what agency is about
Term
Agency Implied
Definition
??
Term
Agent
Definition
loyalty, duty of performance, notify the principle of anything he learns, proper accounting so principle will pay him
Term
Principle
Definition
must cooperate
Term
Fully Disclosed Agent
Definition
Third party knows it is an agent, and he knows the principal
Term
Undisclosed agency
Definition
Third party doesn't know there is an agency, and doesn't know agent or principal. Principal and Agent can be held responsible
Term
Agent in trouble
Definition
if he exceeded his authority or acted without authority then the agent becomes liable
Term
Workers compensation
Definition
covers you and your family at work if you get injured
- if you get WC then you cannot sue employer
Term
Fair labors Standard Act
Definition
children 14 (-) under could not work in any industry other than agriculture or entertainment
15 = nonhazardous
16 = unlimited hours - nonhazardous
Term
Disparant Treatment
Definition
discriminate individual
Term
Independent Contractor
Definition
a person who contracts with another who has nothing to do with the other person pg. 664
Term
Americans with Disabilities
Definition
make reasonable accommodations
Term
Corporation
Definition
Most complicated, limited liability, make article of incorporation, first thing the leaders must have is an organizational meeting to create the bylaws. None have personal liability, shareholders own corporation - common/preferred stock = (equity security)
Term
Indemnification
Definition
Right of a partner to be reimbursed for the actions of another partner.
Term
Partnership for a term
Definition
Fixed Duration partnership
Term
Partnership at will
Definition
partnership with no fixed duration
Term
fiduciary duties
Definition
obedience, care, and loyalty to the corporation and shareholders.
Term
Duty of Loyalty
Definition
to subdue personal interests and pay attention to the corporation.
Term
Business Judgment Rule
Definition
honest mistakes made by officers.
Term
Apparent Agency
Definition
When someone makes it look like there is an actual agency, but this agency doesn't really exist.
Term
imputed
Definition
Information is assumed to go to the principal
Term
Partially disclosed
Definition
Agency is revealed, but not the principal. Both are responsible
Term
Title 7 of the Civil Rights Act
Definition
Eliminate discrimination based on race, color, national origin, sex, religion.
Term
Civil Rights Act of 1866
Definition
all persons have the same right... to make and enforce contracts... as is enjoyed by white persons
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