ACCT 324 pt 2
If an employer receives federal financial assistance or has federal contracts worth over ______, then the employer must develop an antidrug policy for employees.
$25000
rightfully dissolved
1) a partner withdraws from the partnership at will 2) a partner withdraws in accordance w the agreement 3) a partner is expelled within the partnership agreement
UPA distribution of liquidated assets
1) payment to creditors of the partnership 2) payment of refunds or loans to partners for loans 3) payment to partners of the capital they invested 4) payment of profits distributed to partners on the basis of the partnership agreement
Termination by Operation of Law
1. lapse of time 2. fulfillment of purpose 3. occurrence of specific event 4. mutual agreement by the parties 5. revocation of authority 6. renunciation by the agent 7. agency coupled with an interest
How long do the benefits of COBRA last for the employee?
18 months (or 29 months if disabled)
If a merger increases the number of the surviving corporation's shares by no more than ______ percent, most states do not require the approval of the surviving corporation's shareholders
20
How long should a company operate with at least 15 employees for Title VII of the Civil Rights Act to apply to them?
20 consecutive weeks within one year
In the United States, corporations are protected from: _______
4th amendment unreasonable searches
Penalties for OSHA violations may range from $0 to ______ per violation, depending on the likelihood that the violation would lead to serious injury to an employee.
70000
An individual who has physical or mental impairments that substantively limit one or more life activities is considered disabled by what federal law?
ADA
What federal law makes it illegal to discriminate against workers 40 or over based on their age?
ADEA
Within a corporation, who has fiduciary duties
All individuals within the corporation
legal identity of a partnership
In most cases, a partnership is not considered a legal entity separate from its owners.
In order to make informed decisions, directors of corporations are allowed the right to
Inspect and have access to every aspect of the corporation.
The ______ requires certain financial disclosures by unions and establishes civil and criminal penalties for financial abuses by union officials, contains Labor Bill of Rights
Landrum-Griffin Act of 1959
What is the exception to the employment at-will doctrine?
The employer may not fire the employee for illegal reasons.
Which of the following is an accurate statement regarding franchisee purchase of supplies from the franchisor
The franchisor may require the franchisee to purchase certain supplies from the franchisor at a set price.
duty of care
The partners must perform their management functions to the best of their abilities.
apparent agency or agency by estoppel
Suppose a principal falsely leads a third party to believe a person is his or her agent.
Who will supervise an election in a workplace to determine if workers can lawfully organize under the National Labor Relations Act?
The NLRB
Under the premises rule, if an individual is injured on company property while he or she is leaving from work, which of the following is true?
The court will generally find that the individual was on the job at the time of injury.
Agency law is especially important for: _______
US firms doing business globally
The ______ governs voluntary associations between two or more people who co-own a business for profit in most states in the absence of an express agreement
Uniform Partnership Act
What type of principal is known by the third party when a agreement is made with an agent?
a disclosed principal, undisclosed makes the agent liable to third party
An agency relationship, like a contract, can only be made for: _______.
a lawful purpose
partner may dissolve the partnership
a partner is adjudicated insane impractical to carry out business partner is incapable of carrying out duties established in the agreement special circumstances
Employers are in the strongest legal position when they have a clear policy preventing
a reasonable expectation of privacy.
In a tender offer, the aggressor offers target shareholders a price ______ the current market value of the target corporation's stock.
above
A(n) ______ typically lists the distribution of assets and profit to the partners
accounting
commission employees may request
accounting of funds
durable power of attorney
active after principal is incompetent it can be enacted preemptively by principal
A(n) ______ is defined as the fiduciary relationship that results from the manifestation of consent by one person to another that the other shall act in his behalf and subject to his control, and consent by the other so to act
agency
principal owes certain duties to, like a duty to compensate for services provided
agent
The dissolution of a partnership can occur by ______.
an act of the court
Employee
an agent of the employer who can legally bind them acts on behalf of the principal (person who hires them)
What type of principal is known to exist, but whose identity is not known by a third party who is entering into an agreement with an agent of the principal?
an unidentified principal
Which of the following refers to a dissenting shareholder's right to have the value of his or her shares determined and to receive monetary compensation from the corporation for their value
appraisal right
Which of the following is the document a corporation files with the state explaining its organization and may include a restriction on the duration of the corporation?
articles of incorporation
A buying corporation is unlikely to assume the selling corporation liabilities in a(n) ______.
asset purchase
What is the term for the system where majority and minority shareholders are granted votes based on the number of shares and the number of open director positions
corporate voting
A defective corporation that has conducted business with a third party and therefore cannot deny its status as a third party to escape liability is called a ______
corporation by estoppel
termination by acts of parties
death, insanity, bankruptcy, changed circumstances, change in law, impossibility, disloyalty of agent, war
When a merger occurs, the corporation that is absorbed is known as an absorbed, or ______, corporation
disappearing
What is the term for unintentional discrimination where an employer's actions have caused a large number of employees in a protected class to be harmed?
disparate impact, intentional is disparate treatment
a partnership is treated as a legal entity or a "person" (example: when being sued)
doctrine of marshaling assets, partnership assets are arranged in a certain order to pay any outstanding debts
Bargaining in good faith means that a union must not strike
during the 60 day notice period
duties that partners owe to each other
duty of care duty of compensation fiduciary duty
At a minimum, employer privacy policies should cover ______
employee access to medical and personnel records
employer-independent contractor
employer has no control over details of conduct of independent contractor tort law, tax law, discrimination law, wage law, copyright law issue
employer-employee
employer has right to control conduct of employees tort law, tax law, discrimination law, wage law, copyright law issue
stock vs bond
equity vs debt security
For purposes of jurisdiction, an LLC is considered a citizen of: ________.
every state in which its members reside
Employers must pay into the workers' compensation fund ____
every year
Which of the following terms refers to the aggressor's willingness to trade the target shareholder's current stock for stock in the aggressor's corporation?
exchange tender offer
A(n) _______ is a person who has a duty to act primarily for another person's benefit.
fiduciary
Each partner has the right to receive full information regarding partnership matters. This right corresponds to the partners' ______ duty to disclose any information affecting the partnership.
fiduciary
When an agent is given broad authority to sign legal documents for the principal, this is known as a(n): ____
general power (specific if for only a specific purpose), express if official implied by conduct if not in writing or oral agreement, these cannot conflict
If the EEOC decides not to prosecute a discrimination case, then it can issue a right-to-sue letter that _____
gives the employee the right to file a private action
agent who is not paid for the services, acts without consideration
gratuitous agent
A public corporation is a corporation created by the government to ______
help administer law
______ authority permits a partner to purchase goods necessary to perpetuate the partnership business
implied
The least common exception to at-will employment, permitted in eleven states, is the ______.
implied covenant of good faith and fair dealing exception
What type of stocks do shareholders purchase from the corporation at fair market value?
non par
When members form an LLC, they typically draft a(n) _______, which is the foundational contract among the entity's owners.
operating agreement, articles of organization
What is the term used when a majority shareholder does not show care in selling their shares
oppressive conduct
A limited liability company is formed by filing articles of ______ in the state in which its members want to establish their company
organization
A short-form merger occurs when a(n) ______ corporation merges with a(n) ______ corporation.
parent, subsidiary
What is the doctrine a court can use to find a corporate officer liable if a responsible person would have known about the criminal activity and would have prevented it
responsible person
partners have certain rights regarding their interactions with other partners
right to share in management right to share in profits right to compensation property rights
What is the term for the document issued by the EEOC that gives an employee the right to bring a case against an employer in federal court?
right to sue letter
What is the term used to describe when a corporate director or officer breaches their duty of loyalty
self-dealing
major forms of business organizations in the US
sole proprietorship limited liability company corporation partnership
The formation of a limited partnership must follow: _______.
specific statutory requirements
Who establishes the requirements for corporate formation?
state incorporation statutes
What is the term for documents that shareholders receive if they have preemptive rights and there is going to be a new issue of stock by the corporation
stock warrants
Nonprofit corporations do not issue: ________
stocks
Corporate income is
subject to double taxation
Which of the following refers to a company that the aggressor hopes to acquire through a stock purchase?
target corp
with an undisclosed principal, who is held liable
the agent
If a director or officer of a company is taken to court for breaching the duty of care by making an unreasonable decision, the court typically inquires whether ______.
the decision had any rational business purpose
Since a partnership is considered a legal aggregate of the partners,
the partnership is not taxed as a separate being; instead, the partners pay taxes on the income generated through the partnership.
The law holds a principal directly responsible for his or her own tortious conduct when ______.
the principal directs the agent to commit a tort, thereby authorizing the agent's unlawful behavior
the principal directs the agent to commit a tort, thereby authorizing the agent's unlawful behavior
the principal directs the agent to commit a tort, thereby authorizing the agent's unlawful behavior
FUTA is a federal law instituting a system to provide for unemployment compensation. Who manages the unemployment system itself?
the state
Who is the only entity that can bring an action to challenge the legality of a de facto corporation
the state
What federal law created the National Labor Relations Board?
the wagner act
The tortious liability of a principal can be established directly or indirectly.
tortious liability of a principal
If a third party successfully demonstrates that he or she reasonably believed there was an actual agency relationship between two persons that had an apparent agency, then the principal must: _______.
uphold any agreements made by the agent
An individual shareholder can enter a voting trust by transferring his or her share titles to a trustee in exchange for a ______.
voting trust certificate
A shareholder who receives _______ stock is liable for the difference between the price he or she paid for the shares and their stated corporate value
watered
What is the term used for stock issued below its fair market value?
watered stock
Agency agreements need to be in writing for 2 exceptions to usual
when the statute of frauds require it be in writing (MYLEGS- marraige, one year, land, executor's promise to pay descendants debt, guarantees, contracts for sale of good over a certain amount) whenever the agent is given the power of an attorney
The ________ stage occurs when the partners take account of the assets of the partner who has left and redistributing them among the other partners.
winding up
A(n) ______ partnership is an agreement between at least one general partner and at least one limited partner
limited
What type of liability does a new partner have for any partnership obligations that occurred before he or she was added
limited
To obtain limited liability, a member does not have to relinquish his or her right to participate in management.
limited liability company
In a ______, all the partners assume liability for one partner's professional malpractice, but only to the extent of the partnership's assets.
limited liability partnership
agent duties
loyalty, notification, obedience, accounting, performance
What is the term that describes necessary discrimination in order for a particular job to be performed?
BFOQ
What is the term for individuals hired by the board of directors to run the day-to-day business of a corporation
Corporate officers
The first step in a discrimination lawsuit is to file a complaint with the: _______
EEOC
What federal law would make it illegal to give extra duties to just one gender?
EPA
What federal law protects employees' established pension plans?
ERISA
true statement about an LLP
Each partner in an LLP is responsible for his or her own negligence and the negligence of those that he or she supervises.
What is the term for the exemption to the ADEA that allows a company to force an executive to retire at 65?
Executive exemption
The federal government primarily regulates workplace safety for 11+ employees through, criminal if willful violation = death of employee
OSHA
Which of the following is an accurate statement regarding partner liability for partnership debts?
Partners have unlimited personal liability for partnership debts.
Agency by Ratification
Principal either by act or by agreement ratifies conduct of a person who is not in fact an agent after unauthorized figure misrepresents themselves as an agent -to authorize ratification, principal must understand all material details of contract, must ratify the entirety of the agents act
A(n) ______ acquisition occurs when an aggressor gradually accumulates the target company's shares
beachhead
Loans to a corporation from another party are called ______
bonds
power of attorney often given for
business and health care purposes
Under the ______ rule, directors and officers are not liable for decisions that harm the corporation if they were acting in good faith, common law!
business judgement
A leveraged buyout occurs when a group within a corporation (usually management) does which of the following?
buys all outstanding corporate stock held by the public
If the agent breaches his or her duties to the principal, the principal
can put a constructive trust on it- illegally acquired profits from principal (first refusal right) right of avoidance- broken fiduciary duties
limited partnership
cannot interact w management of business, can bring suit if general partner fails to, recovers their investment first, and is only liable for their investment
What is the surviving corporation's right to sue for debt and damages on behalf of the absorbed corporation called?
chose in action
When more than one shareholder has suffered damages caused by the same act of a corporation, the shareholders can bring a _______ suit against the corporation
class action
principal duties
compensation, reimbursement and indemnification, cooperation, safe working conditions
A combination of two or more corporations where none of the original corporations continue to exist as a legal entity is called a(n) ______
consolidation
A(n) ______ is an investment group that comes together for the explicit purpose of financing a specific large project
cooperation
A(n) ______ is a business organization formed by individuals who usually pool their resources to gain an advantage in the market.
cooperative
Agency relationships are consensual relationships formed by: _______
informal oral agreements or formal written contracts
S corporation
is a corporation under federal law (avoids double taxation) but is taxed like a regular partnership if it follows certain regulations like having under 100 shareholders
Which specialized form of business organization is defined as a partnership agreement in which company members hold transferable shares, while all the goods of the company are held in the names of the partners
joint stock company
_________________ is a term applied to partners who share liability for the partnership debts. ______ liability means that a third party can choose to sue the partners separately or all partners jointly in one action.
jointly liable
If a partner dissolves the partnership in violation of the partnership agreement, the partner can be held: _______
liable for the wrongful dissolution of the partnership
principal-agent
parties have agreed that agent will have power to bind principal in contract contract law issue
______ rights mean that current shareholders in a corporation have preference in purchasing a new issue of stock.
preemptive rights
______ begin the corporate creation process by arranging for capital, financing and licenses
promoters
In order for decisions made at a directors' meeting to be valid, a(n) _______ must exist
quorum
Under the concept of an apparent agency, if the principal attempts to deny that an agency relationship existed, the third party must demonstrate that she: _______.
reasonably believed, on the basis of the principal's conduct, that the agency relationship existed
Under FMLA, the plaintiff can recover all of the following EXCEPT: _________. (Choose ONE answer)
reimbursable expenses
If the employees of a hospital cause a legal dispute, the hospital can be responsible for the conduct of the employees through
respondeat superior