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41 Cards in this Set
- Front
- Back
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What is principal/Agent? Definition
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Agent has the power to create contracts
Creates Vicarious Liability |
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What is Master/Servant? Definition
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No power to create contracts
Creates vicarious liability |
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What is vicarious Liability? Definition
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agents brings liability back to the principal within the scope of employment.
on the job vs. Frolic |
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What is Respondeat Superior with respect to vicarious liability? Definition
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Superior has to respond to damages
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What is Apparent Authority? Definition
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If you have someone that has the apparent authority to transact business, you are liable.
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What is Holding out? Definition
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Don't accept a position where you claim your something you're not, you'll be liable.
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What are the tax advantages of a sole proprietorship?
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It is a pass through entity so income is passed to the owner
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What are the tax advantages of a general partnership?
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EIN- Employer identification number
income is passed through to the partners |
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What are the tax advantages of a general C corporation?
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double taxation- corporation and shareholders are taxed
only a state can give you at state charter to form it You have to get an EIN |
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What are the liabilities of a C corporation?
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liability is limited to what you invested because the corporation is considered a separate entity
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What are the liabilities of a limited partnership?
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You still have to have at least one general partner but others can be limited partners
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What are the liabilities of an S corporation?
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Pass through- no double tax
can't have more than 100 stockholders |
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What are the liabilities of a limited liability corporation?
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pass through tax entity
limited liability for everyone a stockholder can still be an employee can have any number of investors you can't take an LLC public |
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What are the continuity and control characteristics of a general partnership?
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Each general partner has equal control
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What are the continuity and control characteristics of a limited partnership?
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control only with the general partner
if one partner dies or leaves we no longer have the partnership is has to be terminated and liquidated unless they have a buy-sell agreement |
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What are the continuity and control characteristics of a C Corporation?
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Stockholders have control
It is a separate entity so it can continue indefinitely |
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What are the continuity and control characteristics of S corporation?
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stockholders have control
its a separate entity so it can continue |
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What are the continuity and control characteristics of and LLC
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stockholders have control
its a separate entity so it can continue |
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What is the SEC?
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Securities exchange Commission established with the 1934 securities act
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What are state sky blue laws
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individual state securities laws
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what is the CFTC?
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Commodities futures trading commission
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What is the definition of a security?
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A security is an investment contract where you are participating in the P/L of a company and you aren't going to do the work typically
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What is the Howey case?
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Supreme court ruling that determined the definition of an investment contract
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What is the 1933 securities act?
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Going public- IPO
registration |
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What is the registration aspect of the 1933 securities act?
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Full disclosure
prospectus- issuer company, have to make it available to investors Registration stages- pre filing, waiting period, post effective |
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What are sanctions for the 1933 securities act?
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Criminal, injunction, civil liability
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What is the 1934 securities act?
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'being public'
insider trading/ ethical issues, 10q, 10k, 8k sanctions- civil liability |
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Why do administrative agencies exist
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They are a product of necessity and are sometimes considered the 4th branch of government
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What are the six administrative agency functions?
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advising
rule making (legislative) investigating (executive) prosecuting (executive) adjudicating (judicial) |
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What is a problem with administrative agencies?
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They violate the separation of power because they have power from all three branches
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What are judicial standards?
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Valid standards- framework for an administrative agency
interpret within boundary |
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What are the three ways government regulation cannot be?
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Arbitrary- not logical
capricious- malicious unreasonable- balancing of benefit vs. cost |
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What are the three things need for judicial review?
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Standing
exhaustion of remedies fact findings |
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Regarding judicial review, what is standing?
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before you can file a suit, the plaintiff has to have standing meaning you can't use the court unless you have been harmed
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regarding judicial review, what is exhaustion of remedies?
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You have to show that you've exhausted all other remedies
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regarding judicial review, what are the two aspects of fact finding?
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substantial evidence- agency burden of proof, as a reasonable mind would accept, lower that preponderance of evidence
manifest weight- overturn if against |
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How do agencies have the power to regulate?
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Commerce clause, state constitutions, police power
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What is the commerce clause?
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At the federal level, congress has the power to regulate commerce among the states if it's crossing state lines
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What is the difference between inter state and intra state
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Interstate- import or export across state lines
intra state- everything has to be bought or sold in state, in reality it doesn't exist |
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What is wickard vs. filburn?
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Refer to notebook
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State vs. federal regulation
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Police power- health, safety, welfare, morals
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