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Business Law - Coggle Diagram
Business Law
Partnerships
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Dissociation/Dissolution
Dissociation = a partner's separation from the pship including death, withdrawal, bankruptcy, or expulsion
-pship is technically still alive at that point as the law wants businesses to continue
generally, partner always has right to dissociate
Dissolution - after a partner dissociates from a pship, next question is whether the pship dissolves
Types
General Pship
an assoc of two or more ppl to carry on as co-owners of a biz for profit
-no writing req, no stat formalities, can be at will/for a term/for specific undertaking
-test: intent of the parties; sharing of profits is prima facie evidence of a pship
Limited Pship
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Limited Partners - contribute capital and share in profits but take no part of control or mgmt of the biz; liability is limited to their contributions
Corporations
Federal Securities Law
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Securities Exchange Act of 1934; Section 16(b) - recovery of short swing profits (applies only to publicly-traded companies)
Formation
De Facto Corporation - statutory compliance is insufficient for de jure status; formed if there was good faith, colorable attempt to comply, AND corporate principles, in good faith, acted if they were a corporation
De Jure Corporation - organized in compliance with statute but failed to comply with a statutory provision
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Limited Liability Companies (LLC) - treated like a corp for limited liab purposes in protecting members, managers, and agents from liab; has attributes of pship for fed tax income purposes
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Issuance of Stock
every corp must issue and auth at least one class of common stock and may auth one or more classes of preferred stock
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