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16 Cards in this Set
- Front
- Back
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Negligent Tort (either for CPA or UCC) |
You had a duty of care you breached that dutywhich caused injuries that resulted in damages |
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Fraudulent Tort |
MSIRD misrepresentation of material fact Scienter Intent Reliance Damages |
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Section 11 |
ALM 3rd party acquired stock and they suffered a loss due to your material misrepresentation |
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Rule 10b-5 |
ALM and MSIRD 3rd party acquired stock and suffered a loss due to your material misrepresentation Scienter Intent Reliance Damages |
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Strict Products Liability (UCC) |
buyer must prove: 1. product was defective 2. dangerous 3. caused injury 4. the seller is in the business of selling those types of goods 5. the product reached the user without substantial change in condition |
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Perfect Tender Rule (UCC) |
express warranty implied warranty of title implied warranty of merchantability implied warranty of fitness for a particular purpose |
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Bankruptcy fraud |
look @ 2 things: 1. in the past 2 years, have you made a transaction that: a. would hinder creditors b. be for less than = value 2. if a transfer has been made within the past 90 days for antecedent debt (1 yr for insiders) EXCEPTIONS: consumer debt payment under $600 |
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Negotiable |
written signed by maker/drawer to order/bearer by time/demand unconditional certain amount $ no additional promises |
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HDC |
for value negotiable without notice of defense in good faith |
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Attachment |
agreement consideration debtor control over asset |
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Perfection |
filing immediate (PMSI in consumer goods) temporary (out of state or new asset) take possession (control if investment property) PMSI in consumer goods from 2nd hand buyers subject to other filings on item PMSI in inventory & equipment must let prior secured creditors know PMSI in equipment- if done in 20 days retrospects to attachment date |
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Who must register for SEC Act 1933 |
Issuers, dealers, and underwritters |
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Who must register for SEC Act 1934 |
public companies any company with: - $10M assets, AND - 2,000 shrhldrs OR 500 non-accredited shrhldrs |
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Reporting Requirements - 10k |
within 60 days (95 if small) |
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Reporting Requirements - 10Q |
within 40 days (45 if small) |
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Reporting Requirements - 8k |
within 4 days |
