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blaw final
blaw final
51
Business
Undergraduate 2
05/14/2013

Additional Business Flashcards

 


 

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Term
Corporate Officer
Definition
Term
Agent
Definition
Someone authorized to do business on someone's behalf
Term
Duties of to principle
Definition
5 Principle Duties:
- Performance:
- Notification
- Loyalty
- Obedience
-Accounting
Term
Duties of Principle to Agent
Definition
- Compensation
- Reimbursement and Indemnification
- Cooperation
- Safe Working Conditions
Term
Difference between Employee and Independent Contractor
Definition
1. How much control can the employer exercise over the details of the work
2. Is the worker engaged in an occupation or business distinct from that of the employer?
3. Is the work usually done under employers direction or by a specialist without supervision?
4. Does the employer supply the tools at the place of work?
5. For how long is the person employed? (Long period indicates employee status)
6. What is the method of payment? (Payment by time period indicates employee status)
7. What degree of skill is required of worker (Little skill = employee status)
Term
Disclosed Principal
Definition
A principle whose identity is known to a third party at the time the agent makes a contract with the 3rd party
Term
Undisclosed Principal
Definition
A principle whose identity is unknown by a third person, and the third person has no knowledge that the agent is acting for a principal at the time the agent and the third party form a contract
Term
Determining Scope of Employment
Definition
1. Whether the employees act was authorized by the employer
2. The Time, Place and purpose of the act
3. Whether the act was one commonly performed by employees on behalf of their employers
4. The extent to which the employers interest was advanced by the act
5. the extent to which the private interests of the employee were involve
6. Whether the employer furnished the means or instrumentality by which the injury was inflicted
7. Whether the employer had reason to know that the employee would do the act in question and whether the employee had ever done it before
8. Whether the act involved the commission of a serious crime
Term
Whistle Blower Statute
Definition
An employee's disclosure to gov't authorities, upper-level managers, or the media that the employer is engaged in unsafe or illegal activities
Term
Overtime Pay
Definition
Not all workers are entitle to overtime pay INCLUDING:
Executives, administrative, professional employees, as well as outside salespersons and computer programmers.

Employers not required to pay overtime to these employees.
Term
Cobra
Definition
Allows you to continue insurance for a period of time after loss of employment
Term
Child Labor rules
Definition
FLSA prohibits oppressive child labor
- Children under 14 yrs of age are allowed to do certain types of work such as deliver newspapers, work for their parents, and work in the entertainment and agricultural areas; If 14-15 are allowed to work but not in hazardous occupations.
- NO restrictions after age of 18
Term
Workers Compensation
Definition
- if you suffer an injury at work you can recover damages to have medical bills paid, it has to happen on the job and has to be accidental
- Must file workers comp claim within certain period of time
Term
Disparate Treatment Discrimination
Definition
A form of employment discrimination that results when an employer intentionally discriminates against employees who are members of protected classes.
Term
Disparate Impact Discrimination
Definition
A form of employment discrimination that results from certain employer practices or procedures that, although not discriminatory on their face, have a discriminatory effect.
Term
Equal Pay Act
Definition
1963- Prohibits gender based wage discrimination by employers. Must work at the same establishment doing similar work. Job content rather than description controls in all cases. If wage differences are based on anything other than gender such as seniority or merit then it does not violate the equal pay act.
Term
Constructive Discharge
Definition
A termination of employment brought about by making the employees working conditions so intolerable that the employee reasonably feels compelled to leave, ALLOWS you to sue even if you quit
Term
Sexual Harassment
Definition
In the employment context, demands for sexual favors in return for job promotions or other benefits, or language or conduct that is so sexually offensive that it creates hostile work environments
Term
Quid Pro Quo
Definition
Exchanging sexual favors
Term
Sole Proprietorship
Definition
SIMPLEST FORM OF A BUSINESS
Advantages: Proprietor owns the entire business and has right to receive all profits. Easier and less costly to start a sole proprietorship than it is to start any other kind of business. No documents need to be filed with gov't. Offers more flexibility. Doesnt need approval to sell or make business transactions. Pays only personal income taxes on profits.

Disadvantages: Proprietor alone bears the burden of any losses or liabilities incurred by the business. Personal assets can be taken to satisfy business debts. Lack continuity if proprietor dies.
Term
LLC (Limited Liability Company)
Definition
Offers limited liability of the corporation and the tax advantages of a partnership.
ADVANTAGES: The liability of the members is limited to the amount of their investments. The flexibility of the LLC in regard to both taxation and management.
DISADVANTAGES: State LLC statutes are NOT uniform.
Term
Partnership
Definition
Advantages: Can be organized fairly easily and inexpensively. Tax advantages. The firm itself pays no taxes. May allow for greater capital contributions to the business.
Disadvantages: The partners are subject to personal liability for partnership obligations.
Term
Corporation
Definition
A legal entity formed in compliance with statutory requirements
Term
limited Partnerships
Definition
A partnership consisting of one or more general partners (Who are liable to the full extent of their personal assets for debts) and one or more limited partners (Who contribute only assets and are liable only up to amount they contributed)
Term
Limited Liability Partnership
Definition
A business organizational form that is similar to the LLC but that is designed more for professionals who normally do business as partners in a partnership. The LLP like the general partnership is a pass through entity for tax purposes, but it limits the personal liability of the partners.
Term
Terminating a Franchise
Definition
Must be for "for cause" such as death or disability of the franchisee, insolvency of the franchisee, breach of franchise agreement, or failure to meet specific sales quotas.
Term
Corporations get their powers:
Definition
From the constitution, state statutes give power and rules
Term
Piercing the Corporate Veil
Definition
is the liability protection between personal assets and the actions of the corporation. An action in which a court disregards the corporate entity and holds the shareholders personally liable for corporate debts and obligations
Term
RMBCA: Revised Model Business Corporations Act
Definition
Each state has its own body of corporate law which are not uniform. Several states dont follow either the MBCA or the RMBCA.
Term
Officers
Definition
Hired by the board of directors. Most corps have a president, vice prez, a secretary, and a treasurer.
Term
Directors
Definition
Board of directors is the ultimate authority in every corporation. Have responsibility for all policymaking decisions necessary to the management of all corporate affairs. The board selects and removes corporate officers, determines the capital structure of the corporation and declares dividends. Each has one vote and majority wins
Term
Shareholders
Definition
Approve fundamental changes affecting the corporation be4 changes can be implemented. Empowered to amend the articles of incorporation and bylaws, approve mergers or the dissolution of the the corporation, and approve the sale of all or substantially all the corps assets. They elect members of the board of directors.
Term
Violations of the Securities Act
Definition
Governs initial sale of stocks in a business. all essential info concerning the issuance of securities must be disclosed. Must be registered with SEC before offering securities to public.
Term
Blue Sky Laws
Definition
State security laws comply with both state and federal laws
Term
Prospectus
Definition
A document that has to be given to people when something is for sale with risks and financials Describes the security being sold, the financial operations of issuing corporation, and the investment or risk attaching to the security. It is designed to provide sufficient info to enable investors to evaluate the risk.
Term
Accredited Investor
Definition
"Sophisticated Investors", such as banks, insurance companies, investment companies, the issuers executive officers and directors and persons whose income or net worth exceeds certain limits.
Term
Insider Trading
Definition
The purchase or sale of securities of the basis of info that has not been made available to the public.

Remedies: SEC Rule 10b-5, Section 10(b) of the 1934 act
Term
Misappropriation Theory
Definition
An individual who wrongfully obtains inside info and trades on it for his personal gain should be held liable because in essence, she or he stole info rightfully belonging to another
Term
Sarbanes Oxley Act
Definition
Attempts to increase corporate responsibility by imposing strict disclosure requirements and harsh penalties for violations of security laws. Created the Public Company Accounting Oversight Board (PCAOB).
Term
Warranty Deed
Definition
A deed in which the grantor assures (warrants to) the grantee that the grantor has title to the property conveyed in the deed, that there are no encumbrances on the property other than what the grantor has presented, and that the grantee will enjoy quiet possession of the property. A deed that provides the greatest amount of protection for the grantee
Term
Quit Claim Deed
Definition
A deed intended to pass any interest, or claim that the grantor may have in the property without warranting that such title as valid. A quitclaim deed offers the least protection against defects of title.
Term
Covenant of Quiet Employment
Definition
Your possession of the property is not going to be interfered with previous owner. Example: Landlord
Term
Land
Definition
Includes soil and the natural or artificial structures attached to it.
Term
Fixtures
Definition
An item that was once personal property but has become attached to real property in such a way that it takes on the characteristics of real property and becomes part of that real property.
Term
Easement
Definition
A nonposessory right to use another's property in a manner established by either express or implied agreement.
Term
Licence
Definition
A revocable right or privilege of a person to come onto another persons land.
Term
Profit
Definition
In real property law, the right to enter onto and remove something of value from the property of another.
Term
Life Estate
Definition
An interest in land that exists only for the duration of the life of some person, usually the holder of the estate
Term
Lease
Definition
Temporary possession of property
Term
Sublease
Definition
A lease execute by the lessee of real estate to a third person, conveying the same interest that the lessee enjoys but for a shorter term than that held by the less
Term
Warranty of Habitability
Definition
Requires a landlord who leases residential property to ensure that the premises are habitable, that is, safe and suitable for people to live in. Must make repairs to maintain premises in that condition for the leases duration.
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