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Unformatted text preview: Legal Environment of Business I Terms and Concepts Chapters 25-32, 35-36, 41 28Apr10 1 of 4 Term/ Concept Chapter employee as agent 25 independent contractor 25 25 agency formation: express 25 agency formation: implied 25 agency formation: ratification 25 agent's duty of performance 25 agent's duty of notification 25 agent's duty of loyalty 25 agent's duty of accounting 25 agent's actual (express or implied) authority 25 agent's apparent authority 25 undisclosed principal 25 25 sole proprietorship: unlimited liability of owner 26 26 26 26 liability of all partners for actions of single partner 26 indemnification of partners 26 26 30 30 30 domestic corporation 27 foreign corporation 27 alien corporation 27 public corporation 27 private corporation 27 close corporation 27 publicly-held corporation 27 27 stock options 27 employee vs. independent contractor: if employer can exercise considerable control over the details of the work, this indicates employee status principal's liability for agent's torts; respondeat superior ; acting within scope of the agency or employment; agent is also liable for the tort partnership agreements: can be written or oral, express or implied partnership taxation: no taxation at partnership entity level; partners pay tax on their individual tax returns partners only entitled to compensation if partnership agreement permits Limited Partnerships: must have at least one general partner and one limited partner Limited Liability Companies: members liable for debts up to amount of their capital contribution Limited Liability Companies: must file articles of organization with appropriate state agency Limited Liability Companies: taxed as a partnership unless elect otherwise S Corporations; qualification requirements for filing for S Corporation with the IRS: domestic corporation; only one class of stock; no shareholder may be a nonresident alien; the corporation must have 100 or fewer shareholders Legal Environment of Business I Terms and Concepts Chapters 25-32, 35-36, 41 28Apr10 2 of 4 stock warrants 27 corporations can issue stock and bonds 27 27 27 directors elected by shareholders 28 director's duty of care 28 director's duty of loyalty 28 28 shareholders' rights: preemption 28 corporation's right of first refusal to buy shares 28 shareholder's derivative suit 28 29 29 29 29 tender offer 29 32 registration statement 32 32 tombstone ad 32 32 32 32 31 31 franchisor liability for acts of a franchisee 31 31 31 joint ventures: nature and use 31 licensing 31 stock certificates: affect of destruction of certificates on ownership preferred stock has priority over common stock with regard to payment of dividends shareholders' powers: must approve fundamental corporate changes like amending the articles of incorporation merger: one of two merging corporations is the surviving corporation merger: liability of merged corporation survives as liability of surviving corporation merger: boards and shareholders of both corporations must approve...
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This note was uploaded on 04/20/2011 for the course ACCT 222 taught by Professor Pike during the Spring '08 term at Saint Louis.
- Spring '08
- Managerial Accounting