BUSINESS ORGANIZATIONS FLASHCARDS

    Partnerships

  1. A person who recieves a share of the profits is presumed to be a partner, unless:

  2. Partnership liability:

  3. A partner's duty of loyalty to the partnership includes:

  4. Partner's duty of care is limited to:

  5. A partner does not violate a duty or obligation merely because:

  6. Partner account includes:

  7. A partner is entitled to remumeration for services only for:

  8. Formation of a partnership

  9. What is the only transferable interest in the partnership?

  10. A transfer of a partner's interest does not entitle the transferee to:

  11. A transferee of a partner's interest may:

  12. A partner can be expelled by unanimous vote in regards to dissociation if:

  13. A partner is dissociated from a partnership upon the following events:

  14. A partner's dissocation is wrongful if:

  15. Limited partner may be held liable if:

  16. The partnership agreement may not: (10 things)

  17. What is the essence of a partnership?

  18. How are profits and losses split in a partnership?

  19. What are some creditor rights in partnership property?

  20. What property become property of the partnership?

  21. What is actual authority?

  22. What is Implied Authority?

  23. What is apparent authority?

  24. What is inherent authority?

  25. How can partners protect themselves from other partners regarding actual authority?

  26. How is management power split between the partners?

  27. Who is liable if a person misrepresents himself as a partner?

  28. What is a dissolution?

  29. What can cause a dissolution if there is not violation in the partnership agreement?

  30. What can cause a dissolution in violation of the agreement?

  31. When may the court declare a decree of dissolution?

  32. Who may wind up the partnership?

  33. How may a partern "continue on?"

  34. What right does the deceased partner have against the continuing on partner?

    35. Limited Parternships

  35. What is a limited partnership?

  36. What is the primary reason for creating a limited partnership?

  37. Does a partner have liability if he erroneously believed himself to be a limited partner?

    38. Corporations

  38. What is some of the basic information that must be contained in the articles of incorporation?

  39. What is common stock?

  40. What is preferred stock?

  41. What is a defacto corporation?

  42. What is corporation by estoppel?

  43. What is the ultra vires doctrine?

  44. What is the California treatement of the ultra vires doctrine?

  45. What constitute grounds for piercing the corporate veil?

  46. Can board alter the articles of incorporation?

  47. What are the requirements for special meetings of the board?

  48. How is a vacancy by resignation filled?

  49. What are the requirements for a close corporation?

  50. How may a director be removed?

  51. A contract in which there is an interested director involved is only valid if:

  52. Is the promoter liable for pre-incorporation contracts?

  53. What is equitable subordination?

  54. Unless provided by the AOI, who has the right to manage the property and affairs of the corporation?

  55. What are some fundamental corporate changes that always require shareholder approval?

  56. By what standard must the shareholder's approve things?

  57. What can shareholders do WITHOUT board approval?

  58. What can the board do WITHOUT shareholder approval?

  59. When must the board approve acts of the shareholders?

  60. How much notice must be given before a meeting of the board of directors?

  61. What constitutes a quorum of the board and who can call a meeting of the BOD?

  62. Executive committees may not:

  63. What is the business judgment rule?

  64. What are the elements of the business judgment rule?

  65. What is the corporate opportunity doctrine?

  66. What are some factors for determining if an opportunity is a corporate opportunity?

  67. What does SEC Rule 10b-5 deal with?

  68. What is the test for whether something constitutes a material misstatement or omission for 10b-5 purposes?

  69. What are some remedies for 10b-5 violations?

  70. What are the general elements for a cause of action for a 10b-5 violation?

  71. How does 10b-5 affect insider trading?

  72. Who is limited (governed) by 10b-5?

  73. What is the liability where an insider gives a tip to someone else who trades on the information based on 10b-5?

  74. What is the rule under 16b of the SEC?

  75. What are the elements of a cause of action under 16(b)?

  76. How is profit determined for 16(b) purposes?

  77. How does 16(b) apply differently to 10% shareholders than to officers and directors?

  78. What is the test to determine whether 16(b) applies to unorthodox transactions and what are unorthodox transactions?

  79. What is the anti fraud rule (SEC 1934 14a-9)?

  80. What is the shareholder proposal rule (14a-8)?

    81. Voting

  81. What are the basic rules governing proxy solicitation?

  82. How may a shareholder proxy be distributed to other shareholders?

  83. How does cumulative voting work?

  84. What are some ways to avoid cummulative voting?

  85. What is the CA position on staggering boards?

  86. True or false: the articles of incorporation may require a greater proportion of the shares to be voted for ANY action to be taken by the shareholders?

  87. Are there any formalities for pooling agreements, and if so, what are they?

  88. What is a proxy and is it revocable?

  89. A proxy is automatically irrevocable if:

  90. How does a voting trust operate?

  91. What are the requirements that must be met for a close corporation to restrict the transfer of shares?

  92. What are some special aspects of shareholder's agreements in close corporations?

  93. How is close corporation status lost?

  94. What are some reasons for a shareholder's derivative suite?

  95. What qualifications must shareholders have to sue derivatively?

  96. What are the demand requirements in order to being a derivative suit?

  97. How do super majority requirements affect minority shareholders?

  98. How does California view supermajorities?

  99. What are the requirements for voluntary dissolution?

  100. Who may bring an involuntary dissolution action?

  101. What are the requirements for involuntary dissolution by the attorney general?

  102. What are the requirements for involuntary dissolution by the shareholders?

  103. Courts are reluctant to order a dissolution if:

  104. How may a corporation wind up?

    105. ?

  105. How may the shareholders avoid dissolution?

  106. If the shareholders cannot agree on a buyout price, how will a price be settled on?

    107. LLC

  107. What are the characteristics of a LLC?

  108. How is a LLC formed?

  109. What is the duration of a LLC?

  110. Can ownership in a LLC be transferred?

  111. How can a LLC dissolve?


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