Term
|
Definition
| relationship between two parties: ex coorporation and owner of the corp. |
|
|
Term
| Principal agent relationship |
|
Definition
employee and employeer: agent has power to create contracts: employee
-- creates vicarious liability
--what the employee agrees to makes the emloyer liable |
|
|
Term
| master servant relationship |
|
Definition
employee /employeer: the employee doesn't have rights to create contracts
creates: vicarious liability |
|
|
Term
|
Definition
respondeat superior:
supererior must respond, pay for damages that the employee creates |
|
|
Term
| court cases have determined two types of general rule: |
|
Definition
Vicarious liability: if tort was commtied while employee was ON THE JOB
Frolic: if tort was committed by employee NOT on the job |
|
|
Term
|
Definition
what would a customer believe is the apparent authority of an employee:
ex: bank teller who was fraudlent |
|
|
Term
|
Definition
| you get the liavility of waht you claim yu are |
|
|
Term
| comparative taxation for sole proprietorship |
|
Definition
no size limit
10/40 tax return (personal) that everyone files |
|
|
Term
| compatatvie taxation: partnership |
|
Definition
don't have to tell gov you are in a patnership
partners SHOULD have a writen express contract
the partners are the partnership
taxes on 10/40 simple |
|
|
Term
|
Definition
Have to go to state to create corportaion
- recieve email with state charter
-Tax id for the corp
REGULAR CORP.
-seperate entity form owners: own tax id
--stock/shareholders own corp
donesn't matter how many shares just a % of the stocks = % of ownership
Tax the corporation and the income of people (dividens also) DOUBLE TAXATION |
|
|
Term
| comparative liability : corporation |
|
Definition
|
|
Term
|
Definition
|
|
Term
| comparative liability: torts |
|
Definition
partnership: employees and partners
corp: Employees and directors |
|
|
Term
| comparative liability: contracts |
|
Definition
| Both partnership and corp[ agents are liable |
|
|
Term
|
Definition
| stock holders have limited liabilty potentioal loss is limited to what they invested not personell liabilty |
|
|
Term
| hybrid companies :: limited partnership: |
|
Definition
AT least one general partner: one person with unlimted personal liabilty
limited partners can be brought in: limited liabilty and pass through taxes
Limited partners cannot participate in management |
|
|
Term
|
Definition
limited liabilty same as corp
pass through tax like a partnershiip
starts as c-corp: ask irs not to double dax
constrainss: 100 or less stockholders |
|
|
Term
|
Definition
pass through tax
everyone gets limited liability
anyone can be in managemtn
as many investors as you want
llc stocks anren't sold in large stock markets |
|
|
Term
| Board of managers is related to waht kind of business model |
|
Definition
LLC: they have a board of managers
and members NOT stockholders |
|
|
Term
| how long does a partnership last |
|
Definition
| limited continuity: if one partner dies/leaves parntership is terminated |
|
|
Term
| corporation or llc: continuity: |
|
Definition
| if director or manager dies (stockholders) stock goes into estate |
|
|
Term
| how do you solve the partnership liquidating when partner dies |
|
Definition
| buy/sell agreement: can step in when partner dies; solves problem |
|
|
Term
|
Definition
|
|
Term
|
Definition
| inveswtors/wealthy ppl who will invest in your company |
|
|
Term
| what are VC criteria to invest |
|
Definition
managemtn is more importatnt that product
have revenue of 100 mil + revenue by year 5
3/5 buisinesses fail 1/5 goes no where
1mil covers the loss of the 4/5 that fail |
|
|
Term
| Securites exchange commission |
|
Definition
SEC : federal levevl and state levels: satisfy both
every state has a comissioner of securities |
|
|
Term
|
Definition
| laws about sdtate securities: when asked to invet could be investinging in the sky may never be worth anything |
|
|
Term
|
Definition
| not regulated by sec :: forigen stock and comodities-- regulated by cftc: comodities futures trading commission |
|
|
Term
|
Definition
| anything that is an investment contract |
|
|
Term
|
Definition
| invest give $$ they work and share the profits |
|
|
Term
| What case created the definition of securities |
|
Definition
| howey case: what is a security? |
|
|
Term
|
Definition
| regulate sale of securities response to the greate deperession: |
|
|
Term
|
Definition
initial public offering: you have to register with the SEC or state to have this
Full disclosure to invetors by writing a prospectus to give to investors: nothing can be ommiteed: everything must be true |
|
|
Term
|
Definition
| an ad saying there may be an offering of securites in the future |
|
|
Term
| Sanctions for violating the law and not filing with the sec before having and ipo |
|
Definition
criminal : jail
injunction: cort ortered to stop selling
civil liability: can be a tort adn criminal prosecution |
|
|
Term
| When did congress create the SEC? |
|
Definition
| 1934: securities act-- regulates companies that are public |
|
|
Term
| concerns about trading securities |
|
Definition
Insider trading: someone with info knowledges uses taht info to buy/selll stock
-Insiders: Borado of directors, ceo, finance/accounting ppl, anyone with knowledge about "inside"
both the tipper (insider) and tipee are guilty equally: ex martha stewart |
|
|
Term
| What does a company file every quarter to the SEC so everyone knows what the insiders know??/ |
|
Definition
|
|
Term
|
Definition
| this is the whole year report: the 4(quarters) 10Q's |
|
|
Term
|
Definition
| company files this when someting big happens |
|
|
Term
|
Definition
fourht branch of governemt :: bueaucy-- regulates everyone:
they are a product of necessity- congress creates: specialized groups of people who are experts on specific areass |
|
|
Term
| Funcition sof administrative agencies |
|
Definition
advice
supervice
rule making: legislative
investigate: executive
prosecute: executive
adjudicate: judicial-- don't want to go to courts because the courts don't have enough time |
|
|
Term
| giving control to agencies violates_________ |
|
Definition
Seperation of powers
gives one agency the power all 3 branches of gov have- can abuse that power |
|
|
Term
| Steps to protecting your business from an adminstrative agency |
|
Definition
1) Challenge the existance of the admin agency
--Void for vaugness: can't interpret its powers due to vaugness
2) Vail Standards: given to them by congress
3)_ Interpre: understandable powers
4) within boundaries: only can regulate w/in their constraints |
|
|
Term
| When can an admin agency not regulate? |
|
Definition
Arbitraty: more than one way to do things-- is it a logical way to do the action?
Capricious: regulate to harm you or your biz
unreasonable: extreemly expensive |
|
|
Term
| Judicial review related to admin agencies: what do you have to do before you can go to court? |
|
Definition
Standing: no one can litiage until they prove standing: proce you/company were HARMED
Exhaustion of Remedies: All the medies w/in the agency have been tried
--many agencies have multiple levels can take a long time you have to talk to all levels |
|
|
Term
| If your admin agency gets to court: what is the disparity between admin agency and your burden of proof-- the judge tells this to the jury |
|
Definition
Admin Agency wins when: Substancial evidence: a reasonable mind would accept-- that is their burden of proof
you win : Manifest Weight (80-90%) of evidence is in your favor |
|
|
Term
|
Definition
| congress can regulate commerce amoung state -- if g/s cross state line it is regulated by federal gov |
|
|
Term
| State regulaton of commerces |
|
Definition
sales of securities w/in state :
Cannot regulate if-
-outside of state boundaries
-arbitrary
-unreasonable
-capricious |
|
|
Term
| What case proved there is no such thing is Intra state commerces |
|
Definition
The wickard(USDA) v. filburn
filburn had a farm and grew crops to feed animals even though USDA said that you had to cut production by 25% |
|
|
Term
| State v. Fed Regulation: police powers |
|
Definition
State has: Police Powers
- health: health issues re differennt depending on the location
safety:
Morals
General Welfare |
|
|
Term
| Areas of federal regulation: Federal exclusive |
|
Definition
| Uniformity: ex avation -- when uniformity is required it is federal exclusive |
|
|
Term
| Landmark case about federal exclusive |
|
Definition
Uniformity: Southern pacific railroad v. arizona
the railroad cut the town in half hospitals only on one side: safety
however it requires uniformity among states fed gove won: however they do not regulate |
|
|
Term
Federal regulation:
Federal law preempts the field |
|
Definition
| Field (specific type of business) fed gov passes a law to keep states out of a "field" |
|
|
Term
| Federal regulation: Federal but it does not preempt |
|
Definition
States can make laws: dual regulation: fed and satte: however state is unconstitutional IF:
- Irreconcilable conflict: can be more strict tahn fed law not vice versa
-Undue burden on interstate commerce: trying to keep out of state competion out
- discriminate against interstate commerce: arbitracy capricious or unreasonable |
|
|
Term
| 4 areas of federal v. state regulation |
|
Definition
1) Federal exclusive
2) Federal law preempts the field
3) Federal but it does not preempt
4) No federal Law- state can regulate: w/in police powers |
|
|
Term
5 areas of regulation
3 of dual regulation |
|
Definition
5:
exclusively federal
fed law preempts
few lwas doesn't preempt
no fed law
exclusievly intrastate
3 of dual: Fed law preempts
fed law doen't preempt
no fed law |
|
|
Term
|
Definition
|
|
Term
|
Definition
it has jursidiction to tax due to Nexus=Proximity
-can tax those it has sufficient proximity to |
|
|
Term
|
Definition
| income from all business/income even abroad: you pay this because you are a citizen |
|
|
Term
|
Definition
| residency in 1 state at a time- thats who you pay tax to |
|
|
Term
|
Definition
has to do with real estate tax
situs=site, if the porperty is locate in the border of the state the state has situs |
|
|
Term
|
Definition
| things that can be moved: tax on value of stuff |
|
|
Term
|
Definition
have nexus: but its how much you can tax:
you can't tax out of state people directly
-undue burden
-discrimination
can tax thier benefit though: just can't discriminate |
|
|
Term
|
Definition
| tax on what you use-- paying for the privilage to use something - point of sale is just the easiest time to tax |
|
|
