Please enable JavaScript.
Coggle requires JavaScript to display documents.
Agency - Coggle Diagram
Agency
Corporations
Formation
-
Promoter Liability. Personally liable as corporation agent on pre-incorporation contracts. Discharged when corp. is formed.
Defective incorporation includes: de facto incorporation, de jure incorporation, or corporation by estoppel.
-
Issuance of Stock
Must issue at least one class of common stock and may authorize one or more classes of preferred stock
Shareholder's preemptive rights, acquire proportional new stock to their old amount. Must be in Articles of incorporation
-
-
Federal Securities Law
Section 10(b-5) action of the Securities Exchange Act of 1934: Misrepresentations in connection with the purchase of securities, against those who traded in stuck while under a duty either to disclose or abstain from trading until the insider information is disclosed./ Misrepresentation, knowledge, intent to deceive manipulate or defraud, reliance on plaitniff, damages.
Section 16(b) action: Recovery of short-swing profits from corporate insiders (publicly traded companies).
-
Torts
3rd Party v. Principal
Respondeat Superior Employee, scope of employment. Joint and several, agent still liable.
-
-
Principal v. Agent
C.O.L.A. Care, Obedience, Loyalty, Account.
Contracts
3rd Party v. Principal
Agent must have apparent, actual, or ratified authority.
-
-
Agent v. Principal
Contractual duties owed to agents: Compensate, reimburse, indemnify.
Partnership
Creation
General Partnership
An association of two or more persons to carry on as co-owners of a business for profit. No writing required. No statutory Formalities required. Can be for a specific undertaking, for a term, or at will. Intent is key. Sharing of profits is prima facie evidence of partnership.
Limited Partnership
Contribute capital and share in profits but take no part in control. Liability is limited to contributions. Filing a certificate of limited partnership with the Secretary of State and annual reports. Needs at least one general partner and one limited. General partner would manage the business.
-
-
Winding up/Termination
Partnership property: Original, subsequently acquired, purchased with partnership funds.
-
Must pay creditors first, including cash advances from other partners to help the business
Definition
Agency: Principal assents to another person acting on the principal's behalf. Agent must also assent.
Independent Contractor: Employer has no right to control performance of the IC. Distinct occupation. Skilled job. Length of time employed. Who supplies tools. Intent of the parties.