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Corporations and Businesses - Coggle Diagram
Corporations and Businesses
agency
contracts
3rd party v principle - agent must have authority to enter into the agreement, actual, apparent, ratification
3rd party v agent- disclosed and undisclosed principal
compensate, indemnify, reimburse, cooperate
principle v agent - cola
creating an agency relationship, one person a principle asserts to another person an agent to act on principals behalf and the agent must assent to act
tort liability
3rd party v agent - individuals are liable
principal v agent - agents have duty of care, obedience and loyalty
3rd party v principal- agent is an employee RS liability for principal - agent is indie contractor, no liability for principal
the employer has no right to control details of performance of the independent contract, and the employer has the right to control the details of the conduct of its employee to the result and the means of the result
partnership
working life
powers- every partner is an agent and not entitled to renumeration unless specified and joint and sev liable
disassociation and dissolve
disassociation is a partner's separation from the partnership including death, withdraw, bankrupt, expulsion, the partnership is still alive past disassociation where dissolve ends it and cancels it
creation
general partnership - association of multiple people to carry on as co owners for a business profit, not required to be in writing
limited partnership- contribute capital and share in profits but take no part in the control or management of the business and who's liability is limited to their contributions, one general and one limited partner
winding up
every dissolution must go thru winding up before it is terminated, includes reducing partnership assets to cash and distributing them
corps
formation
promoter liability means that promotes are not personally liable as an agent for pre incorporation contracts, corp is not liable for anything pre incorporated unless assuming liability
promoter, de jure corp, de facto, estoppel, llc
defective incorporation
corp by estoppel where the creditor who has always dealt with the principals as if they were a corp is estopped from later alleging that the corp is defective
de facto corp is a statutory compliance that's insufficient for de jure status
de jure corp is organized in compliance with statute but failed to comply with a specific provo
LLC- treated like a corp for lim liability purpose in protecting members managers and agents from liability has attributes of partnership for tax purposes, must file articles of organization with the SOS
directors, officers, shareholders, rights and responsibility
shareholders hold no personal liability for a corp's debt can pierce corp veil, while directors manage the corp and protect from liability, business judgement rule, rebuttable presumption that directors are honest and well meaning and acting thru informed decisions, officers have the same duties of directors, basically an agent an can be removed
fundamental corp change
this is the sale of all or substantially all of the corp assets, the shareholders have a right of appraisal where they may an objecting shareholder is entitled to an appraisal and payment for their stock
Fed Security Law
look to section 10(b), available causes of action, missteps, duty to disclose or abstain, if a misstep of material fact, look for intent and then reliance and seek damages
issuance of stock
dividend are a distribution by a corp to shareholders of cash or property, while each corp must authorize and issue at least one class of common stock and may authorize multiple classes of preferred stock, while then shareholders preemptive rights acquire unissued shares in the corp in proportion to their holdings of the original shares when the cops seeks to issue additional stocks