Please enable JavaScript.

Coggle requires JavaScript to display documents.

Agency (Corporations (Directors/Officers/Shareholder Rights &…

- - - - A misrepresentation of a material fact
      - Knowledge by the D of the misrepresentation or reckless disregard of the truth
      - Scienter: intent to deceive, manipulate, or defraud
      - Reliance of the P
    - - Prevent unfair use of information and internal manipulation of price
      - Profit recoverable
      - Requires two transactions in stock
      - Strict liability offense
      - Damages
  - - - De jure organized in compliance w/ statute but failed comply w/ provision
      - De facto statutory compliance is insufficient for defer status
        
        Formed if: good faith, colorable attempt to comply
        
        Corporate principals, good faith, acted as corp
      - Estoppel
    - - attributes of partnership for tax
      - Member-managed
      - Dissociation not = dissolution
  - - - No liability for corp. debts
      - Exception: Challenger can pierce corporate veil
        
        Grounds: corp has no existence of tis own, form fraudulent, inadequate capitalization
    - - Business judgement rule: rebuttable presumption that directors are honest, well-meaning, and acting through informed decisions
      - Duties
        
        Duty of care
        
        Duty of loyalty
        
        Conflict of interests
        
        Transactions violable by corporation unless: disclosure, fair transaction
      - Ultra vires: permitted to undertake action that is beyond corporation's authority
  - - - Notice to directors to meet
      - Board enters resolution to hold a special meeting shareholders
      - Approval by a majority of all shares entitled to a vote
      - Possibility of dissenting shareholders' right to appraisal
- - - - Every partner is an agent of the partnership for the purpose of business
      - Authority
        
        Express
        
        Apparent: based on the nature and course of business
        
        Restrictions: Third party must know about restrictions on authority or the partnership will be bound
    - - Partners are not entitled unless specified in the partnership liability agreement
    - - All partners jointly and severally liable
      - Individual liability for entire amount of the partnership's obligation
- - - - Is servant an ind. contractor or an employee?
        
        Distinct occupation or business
        
        Work customarily done under a principal's supervision
        
        Skill required in the agent's occupation
        
        Who supplies the tools and place of performance
        
        Length of time the agent is engaged by the principal
        
        Intent of the parties
        
        Whether the principal is in business
      - One person, a principal, assents to another person, an agent to act n the principal's behalf. Agent must also agent to act
  - - - Third Party v. Principal
        
        Agent is employee
        
        Respondeat superior
        
        Serves employer's purpose
        
        Employer not liable if employee substantially deviates from authorized route
        
        Employer's liability in addition to agent's liability
        
        Employer & Employee jointly and severally liable
        
        only applies to negligence, not intentional torts
        
        Ind. K
        
        General rule: no liability
        
        Exceptions
        
        Inherently dangerous activities
        
        Nondelegable duty
        
        Loaned agent
        
        Negligent section of contractor
    - - Third Party v. Principal
        
        Actual: Manifestation of the principal to the agent that the agent acts for the benefit of the principal in a particular way and that the principal agrees to be bound by the agent's actions
        
        Implied: Authority to accomplish the principal's express request or
        
        Things the agent believes the principal wishes him to do based on his reasonable understanding of the principal's expressed request
        
        Apparent: agent is cloaked with authority
        
        Third party reasonably believes the agent has authority to act on behalf of the principal
        
        Belief is based on principal's representations made to the 3rd party
        
        Ratification: principal grants retroactive authority for his agent's earlier unauthorized actions
        
        Ratified act must be one that the principal could have authorized at the time of the act
        
        Once ratified, an act has the same effect as if it were originally done with authority
      - Agent v. Principal
        
        Compensate
        
        Indemnify: for reasonably incurred legal liabilities
        
        Reimburse: for reasonably incurred expenses
        
        Cooperate