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Agency (tort liability (employee (respondeat superior-liability upon…
Agency
tort liability
employee
respondeat superior-liability upon prinicipal for torts agent commits in scope of emp, look for a frolic-acting outside of authorized work
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principal v agent-agents laible for breach of COLA duties- CAre, obedience, loyalty, account
Creating relationship
principal assents to another person, an agent, to act on the principals behalf, agent must assent to act
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Corporations
formation
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defective incorp
de jure corp: organized in compliance witht he statute but failed to comply with a statutory provision
de facto corp: statutory compliance is insufficient for de jure-formed if good faith attempt to comply and prinipals acted as if they were corp
corp by estoppel-creditor who has always dealt with the princiapsl as if they were corp is estopped from allegingalleging the corp is defective
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LLC
members not personally liable, partnership for taz
member managed: each has mgmt. rights and authority to bind llc in Ks, can be manager managed
fed securities law
Sec 10 b-available causes of action against those who made misreps of a material factin connection with purchase of securities
against those who traded in the stock while under a duty to either disclose or refrain until inside info is disclosed
elements:
-misrep of material fact
-knowledge by the D of the misrep or reckless disregard of the truth
-intent to deceive
-reliance of the plaintiff
-damages
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Directors
BJR protects against liability-rebuttable presumption ds are honest and acting informed, fiduciaries
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issuance of stock: every corp must authorize and issue at least one class of common stoc and may authorized one or more classes of preferred stock
Preemptive rights: exisiting shareholders have right to unissued shares in corp in prop to their holdings of the OG shares
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shareholders: no personal liability for debts, unless veil pieced: grounds-no corp existence, fraud, inadequate capital, corp formalities issues
Partnership
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dissociation-clear indiciation of not wanting to move forward, partnership exists after only tow wind up