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Flashcards in Final Deck (67)
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0
Q

Ways involuntary partnerships can be formed by implication

A

Sharing profits

Constitutes prima facie evidence that a partnership exists

1
Q

Partnerships governed by

A

Uniform partnership act

2
Q

Involuntary formation by estoppel

A

Results when someone allows the inference to be made that he/she is a partner
Allowing name to be used to get a loan

3
Q

Tax consequences in partnerships

A

Don’t pay taxes

File informational tax return

4
Q

Unanimous constant required in a partnership when

A

Confession of a judgment
Transfer of all partnerships assets
Selling goodwill
Admission of another partner

5
Q

Limited partnerships governed by

A

Ulpa

6
Q

Limited partners taxes

A

Flow through

Tax benefits

7
Q

IRS scrutinizes to be certain it’s a partnership and not a corporation based on

A

The transferability of assets
The assets of the general partners
Net worth of general partnerships

8
Q

Consent of limited partners required for

A

Admitting a new general partner
Admitting a new limited partner
Extraordinary transactions

9
Q

Limited liability for physicians dentists and lawyers

A

Professional corporations

10
Q

Requirements for a corporation

A
  1. Domestic corporation
  2. No more then 100 shareholders
  3. Limited type of shareholders
  4. No non alien residents as shareholiders
  5. One class of stock
11
Q

Considerations for where to incorporate

A

Status of states corporation laws
State tax laws
Ability to attract employees
Incentives state offers

12
Q

Watered shares

A

Shares for which par value was not paid

13
Q

Ways corporate veil is pierced

A
  1. Inadequate capitalization
  2. Alter ego theory
  3. Ignoring corporate formalities
  4. Forming to perpetrate a fraud on creditors
14
Q

Corporate governing law

A

Mbca

15
Q

Independent members

A

Not been an officer, employee, or manager of the company in past three years
Not related to anyone who works for the company
Not under any type of consulting or remuneration agreement with the corporation
Not a principal or owner of a company that does business with the board

16
Q

Board resolution for

A

Merger
Consolidation
Asset sale

17
Q

Short term merger

A

Merger between subsidiary and parent that owns 90% of company

18
Q

Freeze outs

A

Mergers undertaken to get rid of minority shareholders

19
Q

Transfer restrictions are valid if

A

Necessary
Disclosed
Reasonable

20
Q

Business judgement rule

A

Duty of care imposed upon members of corporate boards that require adequate review of issues and info, reasonable care in making judgement

21
Q

Formation of llc

A

Article of organization

22
Q

Management of llc

A

All owners can participate or is delegated to one member

23
Q

Contract governing the rights and relations of limited partners

A

Articles of limited partnership

24
Q

Federal law that increases and modifies the regulation of financial markets, investment firms, securities analysts, rating agencies, corporate boards, and consumer credit

A

Dodd- frank Wall Street reform

& consumer financial protection act

25
Q

Security

A

Investment in a common enterprise with profits to come from the efforts of another

26
Q

Who do you register securities with

A

SEC

27
Q

Interstate offering exemption

A

Issuer must be domestic business in state where offering
Offerees must all be residents of that state
Triple 80 requirement
Transfer restrictions apply

28
Q

What law is accredited investors determined by

A

Dodd-frank

29
Q

Accredited investors

A

Private business development
Directors, officers, partners of issuer
Banks
Purchaser of 150,000 or more
Natural persons with networth more then $1 million
Married persons with income of greater than or equal to 200,000 a year

30
Q

How many days does sec have to reapond to security registration

A

20 days

31
Q

How do you test if it’s a security

A

Howey test

32
Q

Sec testing for what

A

Regulation full disclosure not considered about merit just making sure all the information is there

33
Q

Section 11 Violations of 1933 act

A

Failure to make a disclosure
Registration statement carries a material misstatement or omission
Investor experimeced a loss

34
Q

Board that inspect firms to determine compliance with Sarbanes-Oxley & investigate security violations

A

Pcaob

35
Q

Section 12 violations of the the security act of 1933

A

Selling without registration
Selling before effective date
False information in the prospectus

36
Q

Securities act of 1934

A

All securities traded on national exchange

All securities of firms with over 500 shareholders or $10 mil in assets

37
Q

Takeovers governed by

A

Williams act

38
Q

Section 10 b & rule 10b-2

A

Anti fraud provision

39
Q

Section 16 ( short swing purchases) applies to

A

Officers, directors, and 10% shareholders

Liable to company for sales and purchases or purchases and sales during any 6 month period

40
Q

When most shareholders report proxy a

A

to the sec at least 10 days before they are sent

41
Q

Tender offer

A

Public advertisement offer by company to buy stocks at usually higher price then normal

42
Q

Williams act

A

Applies to any offer to buy more then 5% of another securities

43
Q

How many days after a tender offer to shareholders have to withdraw their shares

A

A week but actual purchase can’t go through for 15 days

44
Q

Blue sky laws

A

State security laws

45
Q

State security laws follow

A

Merit system

Fair just and equitable

46
Q

Patents must be

A

Nonobvious, new, useful

47
Q

3 types of parents

A

Utility or function
Design
Plant

48
Q

Life of a patent

A

14 to 20 years

49
Q

How to obtain patent

A

Register with patent and trademark office

50
Q

How to receive a copyright

A

Register of copyrights but copyrights are automatic but can’t sue if not registered

51
Q

Life of copyright

A

Life of author plus 70 years or corporate is 120 years from creation or 95 from publication whichever is shorter

52
Q

Who do songwriters register with to collect there royalties for them

A

ASCAP & BMI

53
Q

Digital millennium act

A

Criminalizes assisting others in circumventing materials that are copyrights

54
Q

Trademarks are governed by

A

Lanham act

55
Q

Where do you register trademark

A

Patent and trademark office. People have 5 years to contest and if no one does it becomes a trademark

56
Q

Trademark life

A

Indefinite

57
Q

Covers blurring of trademarks

A

Federal trademark of dilution act of 1966

58
Q

Trade dress

A

Colors shapes and deisgns associated with a product

59
Q

Trade dress covered by the

A

Latham act

60
Q

Cyber squatting

A

Registering sites and domain names that are defectively confusing

61
Q

Trade secrets

A

Advantageous formulas, devices or completion info or anything that gives a business a competitive edge

62
Q

Punishment of trade secret

A

Felony

63
Q

Life of trade secret

A

Indefinite

64
Q

Foreign corruption practices act applies to

A

Businesses with principal offices in the us

65
Q

Foreign corruption practices act

A

Prohibits making authorizing or promising a gift to a foreign offices with the intent to corrupt for the purpose of obtaining or retaining a business

66
Q

Who are foreign officials

A
Gov official 
Judicial figures
UGO
Polical canidates
Olympic board