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LEGL 2700: Final Exam Epstein – Questions and Answers
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LEGL 2700: Final Exam Epstein –Questions and Answers
basic - -sole-proprietorship (individual); partnerships (agreements between 2
or more persons); corporations
-hybrid - -limited partnerships, s corporations, limited liability
companies/partnerships
-sole proprietorship - -No formal documentation - business licenses only; so
long as proprietor desires, but no transfer to others (transfer is assets only);
total control by proprietor; personal obligation for all debts and liabilities; all
business income subject to personal taxation
-limited partnerships - -Partnerships agreement and certificate filed in
public office where business is conducted; dissolved when general partner
withdraws
-s corporations - -Incorporators apply for state charter with articles of
corporation; Perpetual continuity so long as number of shareholders are
limited (100 max); Managed by officers, appointed by directors, who are
elected by shareholders
-limited liability companies/partnerships - -Organizers file articles of
organizations with state official; Dissolved when member withdraws, but may
continue by those remaining
-partnership - -Automatic based on business conduct; modified by
agreement; dissolved whenever one partner withdraws; each partner has
equal voice, modified by agreement; personal obligation for all debts and
liabilities, joint and several liability; all business income subject to personal
taxation, divided equally
-corporation - -Incorporators apply for state charter with articles of
incorporation (domestic, foreign, alien); perpetual, so long as it can conduct
business; managed by officers, appointed by directors, who are elected by
shareholders; shareholder obligations limited to investment, absent other
commitments; corporate income taxed, shareholders taxed only on income
distributed
-false - -T/F: dissolution of entity is the same as terminating the company's
activities
, -double taxation for corporations - -Profits taxed at corporate level and then
dividends taxed at individual level
-duty of care "fiduciary duty" - -Acting in the best interest of the corporation
-Business Judgement Rule - -duty to make informed decisions
-Getting to people who are trying to hide from limited liability - -what does
it mean to pierce the corporate veil or use alter ego theory?
-pierce the corporate veil - -really bad stuff like fraud is when this is used;
the broad concept
-alter-ego - -when you fail to meet something; have to prove they
committed fraud or blended the assets
-derivative suit - -A minority shareholder brings an action against an officer
on behalf of the company
-actual authority - -Detailed, express authorization given to agent to do
specific work on behalf of principal
-implied authority - -Inferred from words or conduct from principal to agent
to do work on behalf of principal
-apparent authority - -Principal did something to create impression to third
party that agent was authorized to act on principal's behalf
-discrimination - -Unfair treatment of an individual in a workplace based on
the person rather than job qualifications the person possess; Not only hiring
and firing but also includes compensation, promotions, etc.
-Title VII of the Civil Rights Act of 1964 - -Prohibits employers from
discriminating against employees; it covers race, color, national origin,
religion, sex (including sexual orientation); Only applies to companies with
15 or more employees; Also applies to private and public colleges and
universities, employment agencies, and labor organizations
-disparate treatment - -employer intentionally discriminates
directly/obviously
-disparate impact - -discriminatory effect, indirectly/subtly
-retaliation - -adverse employment actions against employees; cannot fire
people for filing a complaint
, -BFOQ - -requires an employer to show that a particular skill is necessary
for the performance of a particular job (Ex: Male models for clothing; Hooters
claims one on their waitresses; For hiring actors and actresses for the certain
sex; Race can never be a BFOQ; Sex is allowed as a BFOQ)
-"business necessity" - -a legitimate business purpose that justifies an
employment decision as effective and needed to optimally achieve the
organization's goals and ensure that operations run safely and efficiently
-Age Discrimination in Employment Act - -Kicks in at age 40; prohibits
employment discrimination against employees aged 40 and above; General
rule is no mandatory retirement age (remember there are exceptions such
as Safety focus discriminatory acts
CEOs and high level executives)
-Americans with Disabilities Act - -Prohibits employers from requiring a pre-
employment medical examination and asking questions about the job
applicant's medical history
-disability - -a physical or mental impairment that substantially limits an
individual's major life activities
-provide "reasonable accommodations" - -What must a company do for
people with disabilties?
-quid pro quo - -A specific type of discrimination that involves an employer
or supervisory employee demanding sexual favors from an employee in
exchange for bestowing a job-related benefit on another employee; Illegal;
"this for that" - if you do not do this (ex. Sexual activity), then you will get
fired
-hostile work environment - -Inappropriate or rude jokes, sending
inappropriate pictures, etc.
-"at-will employment" - -An employer can terminate an employee at any
time for any reason except an illegal one or for no reason without incurring
legal liability
-Cannot fire for a reason prohibited by law (Title VII discrimination, Age
Discrimination, Clean Water, Labor-Management, etc.) - -what are the
restrictions on at-will employment?
-Capitalism versus Communism;
Ability to leverage resources for additional capital - -What role does property
(property rights and resources) play in our economy?
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