REG 8

• Name of the corporation
• Name and address of the corporation's registered agents
• Names and addresses of the incorporators
• Number of shares authorized to be issued

The person on whom process may be served if the corporation is sued.

• Persuading shareholders to reject the offer
• Suing the person or company trying to takeover for misrepresentation or omission and obtain an injunction against the takeover
• Merging with a white knight
• Making a self-tender (offer to acquire stock from its own shareholders)
• Paying Greenmail - pay the person or company attempting the takeover to abandon its takeover attempt
• Locking up the crown and jewels - give a third party an option to purchase the company's most valuable assets
• Undertaking a scorched earth policy - sell off assets or take out loans that would make the company less financially attractive
• Shark Repellent - amending the Articles of Incorporation or Bylaws to make a takeover more difficult

The rules for running the corporation

Either the incorporators or the board of directors

• Mortgage bonds
• Unsecured debentures
• Convertible bonds

Creditors

Shareholders who are dissatisfied with the terms are permitted to compel the corporation to buy their shares at fair market value.

• DAMS
• Dissolution
• Amendment of the Articles of Incorporation that can adversely affect the shareholders rights
• Merger, Consolidation, or Share exchange
• Sale of substantially all of the corporation's assets outside the ordinary course of business

• Less than 100 shareholders
• Domestic Corporation
• Only 1 class of stock
• No foreign shareholders
• Shareholders must be individuals, estates, or certain trusts

Unless an LLC makes an election with the IRS to be treated as a corporation, the LLC will receive partnership-like treatment.

It provides a shareholder with a right of first refusal to buy a share of newly issued shares sufficient to maintain the shareholder's proportionate share of rights in any newly issued shares.

Promoters enter into contracts before the corporation is formed to obtain financing and things the corporation will need once formed.

The promoter is liable

Through the process of Novation

The corporation adopts the contracts after the corporation is formed.

• Each share is entitled to one vote for each director position that is being filled, and the shareholder may cast the votes in any way, including casting all for a single candidate.
• This helps minority shareholders gain representation on the board.

The directors must adopt a resolution recommending dissolution.

A director will not be liable to the corporation for acts performed or decisions made in good faith, in a manner the director believes to be in the best interest of the corporation, and with the care an ordinarily prudent person in a like position would exercise.

Fiduciaries

TRUE

Notification to third parties.

The profits are divided among the member sin proportion to their contributions.

Losses are divided in the same proportion as partnership profits.

Requires unanimous consent, so limited partners have the right to vote on the transfer of interest and admission of a new partner.

• Partner gives notice of withdrawal
• Partners agree
• Court ordered

• Time
• Partnership agreement
• Consent of all partners
• Withdrawal or Death of the General Partner
• Judicial Decree

• Time
• Consent of all members
• Death or Retirement or Resignation or Bankruptcy or Incompetence of a member
• Judicial decree

• Director and Shareholder approval
• Court order

• A change in the relationship of the partners caused by any partner ceasing to be associated in the carrying on of the business.
• A partner is dissociated from the partnership when the partner gives notice of withdrawal, dies, becomes bankrupt, or is expelled.
• His rights to participate in management ceases.
• His apparent authority to bind the partnership will continue until third parties are given notice of the dissociation.
• He still remains liable for the debts incurred by the partnership prior to dissociation, unless they release him through novation
• He still has a right to the partner's share of distributions
• The General Partnership will dissolve if 90 days pass and the remaining partners do not wish to continue the partnership

• Creditors
• Former Partners
• Partners
•    Return of contribution
•    Distribute profits

• Creditors
• Partners
•    Return of contribution
•    Distribution of profits

A surety who agrees to perform only if the creditor first exhausts all remedies against the principal debtor.

Court order demanding the Debtor or co-sureties to pay or pay their pro rata share (before the surety pays)

Gain creditor's rights once surety makes full payment

Surety recover from debtor (after the surety pays the creditor)

Demand pro rata payment from co-sureties after one surety pays the creditor

• Exoneration
• Subrogation
• Reimbrusement

• Contribution
• Exoneration

Gratuitous Surety is not compensated and a Compensated Surety is paid

• Creditor commits fraud (debtor commits a fraud and creditor knew)
• Duress or breach
• Surety lacks capacity or goes bankrupt
• Material change without surety consent

They give parties injured by unfair collection practices the right to sue for damages.

• An agreement between the debtor and at least two creditors that the debtor pays the creditors less than their full claims in full satisfaction of their claims.
• The debtor is discharged in full for the debts of the participating creditors after the debtor pays the agreed amount.

• The debtor transfers some or all of his or her property to a trustee who disposes of the property and uses the proceeds to satisfy the debtor's debts
• The debtor is not discharged from unpaid debts by this procedure since creditors do not agree to any discharge.

An order by the court to a sheriff to seize a person's property. The writ can apply to personal property and to real property, and so the writ can be used even when a person owns no real property.

An order to a third person who holds property of the debtor to run the property over to a creditor. The property involved usually are wages and/or other property owed by the third person to the debtor.

• Employers with 20 or more employees
• Allows certain individuals to continue the group health insurance coverage that they have through an employer after employment ends by paying up to 102% of the cost of the insurance.
• Same benefits as when employed
• Includes family
• Usually covers 18 months

• If an employer does have a pension plan, ERISA seeks to protect retirement plan participants by establishing rules for management and participation in the retirement plans.
• Standards for the funding and investing of pension plans.
• Employees and beneficiaries receive basic information regarding the plan
• Requirements for vesting

• Federal minimum wage
• Base of pay - hourly, weekly, monthly
• Overtime rate
• Restrictions on child labor

• All businesses affecting "interstate" commerce
• Set safety standards
• Conduct worksite inspections
•    Without advance notice
•    Without search warrant
• Employees request OSHA inspections
• Fines and Civil penalties
• Jail - up to 6 months

• Most employers must participate in workers' compensation 
• Exceptions for agriculture workers, domestic workers, and casual workers. 
• State-run programs designed to enable employees to recover for injuries incurred while on the job.
• Employers are strictly liable regardless of fault. 
• The injury occurred while acting in the scope of employment
• Workers cannot sue the employer
• Exceptions to workers' compensation is fighting, intoxication, and self-inflicted wounds.

• All employers who have quarterly payrolls of at least $1,500 or who employ at least 1 person for 20 weeks in a year must participate in the system.
• A state-run system of insurance to provide income to workers who have lost their jobs.
• Employer pays
• Employers can get a credit against federal tax due for payments made on account of state unemployment taxes of up to 5.4% of the first $7,000
• Deduct as an ordinary business expense

• All full-time and part-time employees must participate. Self-employed if net profits > $400/year
• Funded by employer and employee (even self-employed)
• Employer matches employee's contribution
• Deductible by employer
• Provides workers and their dependents with benefits in cause of death, disability, or retirement.
• Disability pay, Retirement pay, Survivor's benefit, and Medical benefits - MEDICARE

• Employers having 15 or more employees. 
• Prohibits discrimination in employment on the basis of race, sex, religion, color, or national origin.

• Bona fide seniority system
• merit - professionally developed ability tests
• Bona fide occupational qualification 
• Cause

Gives workers the right to bargain collectively for wages and other terms of employment

• Curbs abuses by collection agencies in collecting consumer debts
• Prohibited Acts
• call third parties
• Contacting the debtor at inconvenient or unusual times
• Contacting the debtor directly if the debtor is represented by an attorney
• Harassing or abusive language
• Making false or misleading claims
• Contacting the debtor at her place of employment if the employer objects.

• OSIA - Old age and survivors insurance
• DI - Disability insurance
• Medicare
• SSI - Supplemental security income

Civil sanctions

Department of Justice

Within 15 days after a qualifying transaction: deposit or withdrawal of more than $10,000

Obtain information regarding the identity of the purchaser and retain the information for at least 5 years

A seller requires the buyer to purchase one product to obtain another

A seller of goods requires the buyer to promise not to deal in goods of a competitor

When one competitor merges with another competitor to establish market power or restrict competition

Agreements between industry players that are on different marketing levels

• Financial institutions
•    Insurance Companies
•    Banks
•    Securities companies

• A type of Surety bond
• Many states require public officials to obtain bonds from a surety for faithful performance of their duties. Such bonds obligate a surety for all losses that the public official causes by negligence or nonperformance of required duties.

• Tort Damages 
• Contract damages - compensation was paid
• recovery of secret profits - constructive trust
• withhold compensation

Wen the agent is given an interest in the subject mater of the agency. Sales commission is not a sufficient interest

Terminate the agency by the acts of the parties

• Death of the principal or the agent
• Incapacity of the principal
• Bankruptcy of the principal
• Failure or acquire a necessary license
• Destruction of the subject matter
• Subsequent illegality

Highest standard of care - liable for all damages

• Warehouse receipt
• Bill of lading
• Appraisal

• The proper document of title for items held in storage
• A wharehouse man has a duty to use reasonable care with respect to goods stored.
• Negligence breaches this duty, and makes the warehouseman liable for resulting losses

• The proper document of title for items being transported by a carrier
• Under a nonnegotiable bill of lading, a carrier who accepts goods for shipment must deliver the goods to the consignee of the bill of lading

A document that represents fair market value of an item

The director is protected against liability if they act in good faith and in a manner they believe is in the best interest of the corporation

Unsecured creditor