Flashcards
BLAW PP20 Partnerships
Cards in this deck (53)
- 1Uniform partnership actassociation of two of more persons to carry on as co owners a business for profit
- 2four characteristics of partnershipvoluntary and consensual, between two or more individuals or business orgs, engage in numerous business transactions, partners share in profits and management
- 3employer shares profits with employee as payment for work partnership or no partnershipno
- 4six situations where no partnership existsemployer shares profits with employee, landlord accpets share of profits for rent, party receives share of profit for payment of debt, party receives share of profit for payment if annuity, party receives share of profits for payment from sale of goods, party receives share of profits for payment of interest on loan
- 5six things must be present for formation of partnershipname of partner, name of partnership, duration of partnership, hw profits/losses divided, division of management, contributions from each partner
- 6three duties in partnershipduty of loyalty, duty of obedience, duty of care
- 7six partnership rightsright to management, right to profits, right to compensation, right to property, right to inspect books, right to an accounting
- 8right of survivorshipdeceased partners rights in partnership property vest in surviving members
- 9in right of survivorship, where do interest in partnership as a whole vestin heirs
- 10four instances when a partner has a right to an accountingwhenever partnership provides for it, whenever copartners wrongfully exclude other to books, whenever partner fails to disclose profit, whenever circumstances render accounting just and reasonable
- 11joint and several liability with third partythird party can choose to sue partners separately or all partners jointly
- 12all partners _____ liable for commission of tortjointly and severally
- 13implied liability of partnershipexist when purchases made to perpetuate partnerships business
- 14failing to disclose profit benefit is also calledbreach of fiduciary duty
- 15RUPArevised uniform partnership act
- 16partnership termination begins whenpartnership is dissolved
- 17two things must happen before partnership is terminatedassets liquidated and distributed
- 18assets liquidated and distributed is also known aswinding up
- 19partnership dissolutionpartnership cessation
- 20three things partnership dissolution can result fromact of partners, act of law, court action
- 21four acts of partners that dissolve partnershipexpiration of term, fulfillment of established objective, partner withdrawal, partner withdraws in accordance with agreement, partner expelled from partnership in accordance with agreement
- 22dissolution outside of partnership agreement or consent iswrongful dissolution
- 23three examples of partner dissolution by operation of lawdeath, partner adjudicated bankrupt, partner engages in illegal acitivity
- 24partnership dissolution by court actionpartner adjudicated insane, impractical to continue partnership, partner incapable of fulfulling duties, partner disagreement
- 25order of assets upon winding uppayment to creditors, payment of refunds/loans to partners, payment of partners for capital, payment of profits to partners
- 26limited partnership allowsinvestor (limited partner) to share in profits
- 27requirements for limited partner in LLPpartner has complied in good faith, limited partner does not participate in control of business, limited partners surname is not part of partnership name
- 28dissolutionlegal termination of corporation
- 29liquidationprocess by which trustee convert corporations assets into cash and distributes them among creditors and shareholders
- 30two types of dissolutionvoluntary and involuntary
- 31voluntary dissolutionwhen directors or shareholders initiate it
- 32involuntary dissolutionstate government forces the corporation to close
- 33private placement offers are available toaccredited investors only
- 34noninvestment firms meanssecurities are not the primary business
- 35section 4 meansunder 5 mil over 12 months and available only to accredited investors
- 36two other types of exempt transactionsinterstate issues and resales
- 37interstate issues relates toselling securities to investors who reside in the same state as the corporation
- 38resalesperson may resell securities at will with 1 exception
- 39limited offer is an exception to resale exemption butpublic info from the issuer available, owned least 2 years, sold in small amounts, notify the SEC
- 40limited offer is also known asa restricted security
- 41under violation of 1933 act four things may happenadministrative action, injunctive action, criminal prosecution, suit by damaged parties
- 42three things present for criminal prosecutionmisleading investors, negligence in discovery faults, selling before SEC review
- 43securities exchange act of 1934 allows SEC tomonitor markets for fraud and manipulation
- 44section 10 of the SEC applies toall securities, regardless of registration and exemption
- 45statutory insiderinsider trading all the time,required to file statements within SEC listing securities they own
- 46statutory insiders mustgive up any short swing profits (profits made within 6 months)
- 47two types of outsider tradingmisappropriate theory and tipper tippee theory
- 48misappropriate theorywrongfully acquiring non-public information and using it to make a profit
- 49tipper tippee theoryoutsider gets nonpublic information from insider who has breached a duty to corporation
- 50proxiesshareholders may assign a proxy to vote at shareholder meeting
- 51criminal and civil actions under violation of 1934 (3)both private parties and sec sue, insider trading suits permit treble damages, SEC may give bounties to those who report insider trading
- 52state securities law are also known asblue sky laws
- 53blue sky lawsregulate the offering and sale of purely intrastate securities
Information
- Description
- Flashcards on BLAW PP20 Partnerships, created by casedlynch on 03/05/2014.
- Created by
- casedlynch
- Views
- 10
- Rating