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REG > R&: Agency, Bkruptcy, Secs Law, CPA Liab > Flashcards

R&: Agency, Bkruptcy, Secs Law, CPA Liab Flashcards

(52 cards)

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1
Q

Agency power created by

A

actual auth (exp or imp)
app auth
ratification

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2
Q

Ratification reqs

A

cant if princ undiscl
can’t if 3rd pty w/draws
must ratif entire trans
3pty must believe agent acted on his behalf

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3
Q

contractual liab on the principal

A

depends on whether agent had AUTH (actual or app) or ratified. if so then LIABLE

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4
Q

Contractual liab on the agent

A

depends whether disclosed princ
discl princ& have auth- not liable
undiscl princ & have auth - liable
– if no auth also liable

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5
Q

contractual liab on 3rd pty

A

only princ can hold liable

will not be liable if -> princ fraudulently concealed OR increase burden on 3rd pty if perform

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6
Q

TORT Liab on principal

A

liable if employee and tort within scope of employment

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7
Q

Chp7 income calculation

A

Avg6mths X 12 compared to median
if below media- chp7 OK
if above then MEANS TEST

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8
Q

Chp 7 means test

A

(avg monthly - allowed exps) X 60
if chp7 OK
if bet 7025 &11225 -> ok if below 25%of unsec claims
if >11225 NO chp7. Chp13 or dismissed

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9
Q

who can’t do Chp 7

A

companies are not discharged they are DISSOLVED

RIBS not allowed - railroad, ins COMPS, banks, small invmt comps

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10
Q

chp 13

A

trustee appted

pay debts in 3-5 yr period

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11
Q

who can’t do chp 11?

A

NO BIBS

railroads ok. BROKERS NOT ok.

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12
Q

CHp 11 classes

A

credit counseling reqd if person

no more than 180 days before OR no more than 20d after

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13
Q

CH7& 11 can be involuntary

A

when NOT paying when due

NOT for farmers or CHAR orgs

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14
Q

involuntary creditor reqs

A

at least 14,425 in creditors
12 then 3 or more creds in that amount
(unsec debts)

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15
Q

included in bkruptcy estate

A

prop @file date and income from it

stuff acqd trhu divorce/inher/ins w/in 180 days

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16
Q

trustee can disaffirm PREFERENTIAL pmts if

A
  • 90d before file
  • 1 yr before file (insider)
  • on antecedent debt
  • while insolvent
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17
Q

pmts that CANT be set aside

A
  • ord course of bus (value exch)
  • PMSI in equp w/in 30 days
  • consumer pmts <600
  • support oblig
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18
Q

Objections to Discharge

A
  • NOT indiv
  • fraud transfers/prop concealed
  • NOT kept books
  • 8yr rule
  • bktrupcy crime
  • NO expl for loss of assets
  • NOT asnwer Qs
  • improper conduct
  • waiver to discharge
  • NOt complete course
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19
Q

Exceptions to Discharge- WAFTED

A 
W-willful injury
A- alimony
F- fines &penalties
T- taxes of last 3 yrs
E- Educ loans
D- Debts not listed by debtor in time
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20
Q

Reaffirmation of Dischgd- (debtor doesnt want them discharged)

A
  • agmt to NOT discharge is before the actual dsch
  • provision stated that he can rescind before dischg or 60d after w/ notice
  • debtor told it’s NOT reqd by law & told of effect
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21
Q

Revocation of Discharge ( trustee/creditor canceled the disch)

Study These Flashcards
A
  • fraudulent discharge
  • prop not discl
  • failed to obey or answer Q’s
  • no good expl for no docs or mat misst
22
Q

Distribution of assets on Bkruptcy

Study These Flashcards
A

secured creditors - up to the sec asset amt
priority claims
general creditors - pro rata share

23
Q

Priority Claims Order

Study These Flashcards
A 
SAG WEG CTD
Support
Alimony
Gap liabs
Wages - 11225 limit -180d
Empy Bens- 11225 reduced by wages
Grain farm- 5,775limit
Consumer deposit -2,500 max
Tax claim
DWI
24
Q

CHp11 when can the creditor file the plan?

Study These Flashcards
A
  • debtor hasnt filed w/in 120 d
  • trustee appted
  • debtr plan NOT accepted w/in 180d
25
Acceptance of plan conditions
unsec claims- 2/3 $claims & 1/2amt of claims | impaired ints - 2/3 $$ interests
26
court can confirm plan even if not accepted by all classes if:
``` accepted at least by one class not unfairly discriminatory ```
27
security definition on sec law
- when you rely on mgmt of others to make money | CD and gen ptship ints NOT included
28
1933 Sec Law | registration reqs
applies to all underwrites, issuers, dealers
29
1933 Sec Law | Registration Statement
``` 2 parts - Prospectus - offer to sell ------------AudBS& IS facts dislosed: dirs, officers, >10% ----stock/debt outstanding -----purposes for proceeds -----anything that affects secs ```
30
shelf registrations
1933- for future issues - ok if usually file under '34 at least one year
31
Timetable of Reg stmt
Prefiling - 30d before Reg- no sales waiting -after reg before eff- some activity ok posteff- after eff date - 20d after reg
32
allowed sales activity durig waiting period
- oral offers ok - tombstone ad- ids sec, price, & who execs order - prelim (herring) prospectus- not yet final - summ prospectus- ok
33
seasoned filers
filing under '34 at least one yr not fail to pay divs and not default on debt allowed to --- release factual info during wating period but cant contain anything on regst offering
34
WKSI
700M in equity outstanding in the hands of ppl not affiliated with issuer - can make oral/writ offers at ANY time - special regstn eff imm - can file FREEWRITING prospectus - --- can contain anything that doesnt conflict - --- muts be filed w/ SEC and kept 3 yrs - ---says where the prelim prospectus can be obtained
35
1933 registrations exemptions | BRINGS secs exemptions
``` BRINGS Banks, savings, loans Reg comm carriers (railroads) Ins POLS (comps are NOT exempt) Non profit Gov (not for propietary purposes) ST comm paper (<9mths) ```
36
1933 registrations exemptions | transaction exemptions
casual sale - not by dealers, undrW, issuers exisiting sholders &NO commission intrastate - only ppl in that state and must do 80%bus there REG A(partial exemption) - offering stmt filed REG D (500's) private issuances
37
1933 REG D 504
1M limit no limit on purchasers no special discl
38
1933 REG D 505
5M limit no limit on accredited no more than 35 unaccred if any unaccred then provide to EVERYONE audFS
39
1933 REG D 506
no $limit no more than 35 unaccred/sophis if any of those give ALL audFS
40
1933 Liability
S11- Civil Liab on Reg stmt S12- civil anti fraud- no reg stmt, no prosp to all, or mat false info on stmtt. NO scienter. imm purchaser can sue S17 CRIMINAL anti fraud- any fraud with issue
41
S11 1933
prove ALM acqd sec,Loss suffered, mat misst w/in 1 yr of discovery & 3 yrs of offering
42
1934 Sec law
concerend with exch of secs regst&rep provision - to some anti fraud- to ALL
43
1934 MUST register
national exch 200 sholders 10M assets exempt -> banks, invtm comps, char orgs
44
1934 must REPORT
regstd under 34 & 33
45
1934 what must be reported
10k. 10q, 8k, tender offers made, >5%owners, insider trans, proxy stmts
46
1934 liability
S18- intentional false stmts - best defense NO scienter | 10b-5- applies to ALL- fraud w/ purch/sale sec
47
1934 10b5 what must be proven
``` b/s, L, M, S, R, I bough or sold loss mat misrep scienter reliance interstate commerce (phone, nat exch) ```
48
CPA legal liab - breach
only liab to client and named 3rd pty benef | cntc defenses apply
49
CPA legal liab - NEG
must prove: duty of care, duty breached, injury, damages liab to ppl CPA KNOWS will rely ultamares- more narrow- intended 3rd pty defense: due diligence or damanges not caused by neg
50
CPA legal liab - actual fraud
``` 5 elems: mirsep of fact actual reliance intent to make rely damages scienter ``` liab to anyone who can prove these
51
CPA legal liab - cons fraud (gross neg)
same as fraud elements but NO scienter
52
OK to SHOW Wps if
``` subpoena pospective buyer state cpa society quality review defend lawsuit AICPA/state trial board investig GAAp/GASS disc ```

REG (8 decks)

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