However, the election to take a deduction or credit for foreign taxes paid is made at the INDIVIDUAL partner level. A liquidated damages clause is enforceable if it is a reasonable approximation of the loss resulting from the breach. Under the Sales Article of the UCC, risk of loss does NOT pass from a merchant seller to a buyer with the tender of the goods at the seller’s place of business OR with use of the seller’s truck to deliver goods. When goods are obtained by a buyer from a merchant seller, and no specific shipping terms are indicated, risk of loss will pass when the buyer has actually received the goods and removed them from the seller’s control. Tender of the goods is only sufficient to transfer risk of loss from a non-merchant seller. When the seller’s truck is being used for delivery, the goods are still being entrusted to the seller, and the seller will bear risk of loss as bailee even when the sale has been completed. Someone who ordinarily sells the goods purchased is considered a merchant. A merchant is held to a higher standard of duty of care than a non-merchant because he or she is deemed to have expert knowledge about the goods they deal in. Under a “sale or return contract”, title remains with the seller until the buyer approves or accepts the goods, but risk of loss passes to the buyer immediately following delivery of the goods to the buyer.
REG - FINAL FINAL FINAL NOTES Both making an offer to acquire stock from its own shareholders and seeking an injunction against the acquiring corporation on federal antitrust grounds are methods that a target corporation may use to ward off a takeover attempt. For shareholders, to qualify as an “exchange”, a redemption must be substantially disproportionate, indicating that the shareholder’s ownership % is no greater than 80% of what it was before the redemption. If % ownership prior was 25%, would have to be reduced to 20% tor lower to qualify. Equation here would be 25% X .80 = 20% A third party beneficiary of a contract is only entitled to sue under a contract if qualified as an intended beneficiary rather than merely an incidental one.
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- Fall '19
- Corporation, Limited partnership, Types of business entity, partner