Legal Studies Exam 3
Legal Studies Exam 3 LGS 200
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This 2 page Study Guide was uploaded by Paget Kern on Monday April 4, 2016. The Study Guide belongs to LGS 200 at University of Alabama - Tuscaloosa taught by Mr. Brian Turner in Winter 2016. Since its upload, it has received 12 views. For similar materials see Legal Studies Honors/ Legal Environment of Business in Business at University of Alabama - Tuscaloosa.
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Date Created: 04/04/16
Legal studies exam 3 Entrepreneur: someone who forms and operates a business Sole proprietor has unlimited personal liability If a sole proprietor takes a partner, the partner is not liable for the loans taken out before the partnership Sole proprietor is taxed on income because they are the business All entities lasting one year or longer needs to be in writing (partnership agreements/bylaws/operating agreement) Partners do not share goodwill LLC has to follow the duty of care and duty of loyalty General partner has unlimited personal liability Partnerships when taxed are treated as a pass through entity Liability partnership has one limited liability partner and one general partner at least The limited partner is responsible to invest capital, not run day to day operations To admit a general or limited partner, need unanimous written consent LLC is a legal entity distinguished from members, the members are the owners Operating agreement define financial and managerial rights of its members Limited liability partnership needs at least one partner to exist LLC’s are taxed like a partnership unless elected to be taxed as a corporation LLC is separate from its members Foreign LLC: LLC based in another state If operating agreement does not define the distribution of profits and losses, members receive equal amounts despite the amount of their personal investment Ownership interest in LLC designates who is entitled to certain distributions of profit If One of three member in an LLC goes out on business and injures a third party, the one Limited partnership includes one general and one limited partner, whereas a limited liability partnership includes only limited liability partners In a member managed LLC, each member has equal right to day to day operations General partners, limited partners, member of the LLC, and officers have access to the books Distributing profit order: creditors, then capital contribution, then rest of profits go wherever decided Shareholders, board of directors, and officers If a business exceed their purpose, they are in violation of Ultra Vines doctrine Proxy: a sit-in chosen by a shareholder that cannot attend the shareholder meeting Business judgement: if the business fails due to an honest mistake thought the help the company, those who made the decision are not liable for the mistake Liability of shareholders is equal to the amount they contributed Publicly held companies are open to be traded on the stock market A company can only be incorporated in one state Registered agent accepts services done on behalf of the company Stock certificates are evidence of someone’s ownership of the corporation, but are easily replaced if damaged or lost Intellectual property includes trademarks, trade secrets, patents, and copyrights Reverse engineering: when one discovers a trade secret through working to achieve the same results, no infringement Patent granted to license an invention for an amount of time Patents last 14 years or 20 years for designs, becomes public domain when time expires Individual copyright: once on piece of paper, whether gone through the proper government procedures, is good for the life of the author plus 70 years, then becomes public domain Trademark is a symbol, logo, or motto to distinguish a good ex. “just do it” Musical composition can be copyrighted
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