gbl exam 4

a business owned by one person. 2/3s of business in the US and 99% have revenue less than 1 million.
sole proprietorship
a sole proprietorship is (2)
simplist form of organization
less governmental involvement
some citites have a ________ for sole proprietorsips
license requirement
Professionals that may need a license (5)
Attorneys (every state)
doctors (every state)
barber beuticians
plumbers
mechanics
Advantages for a sole proprietorship 3
easier to start
more flexibility (decision making)
Don’t share profit
disadvantages of a sole proprietorship 3

don’t share the risk

creditors can take your personal assets difficult to get money in form of a loan

diffucult to raise capital

2 or more people VOLUNTARILY associating with achother as OWNERS to pursue a COMMON INTEREST for the common interest of making a profit (profit as a goal)
general partnership
in a gerneral partnership the rights of the partners are determined by
state laws
RUPA
revised uniform partership act
determines the responsibilities and rights of those who follow general partnership
rupa
michigan uses the ____ for general partnership
UPA
uniform parternship act
There are 3 ways to form a general partnership
1. written agreement (reccomended)
2. oral agreement (hard to prove what you agreed to)
3. nothing- if you operate like one (share profit, share work load, share losses, share authority, decision making power)
5 things that describe general partnership
-profits are shared =ly
-losses are shared =ly
-partners have one vote regarless of interest
-one partern’s knowledge is imputed to all partners
-partners’ act bind partnership
For general partnership, in ordinary business matters
majority rules
for general partnership, in major matters
unanimous consent is required
When you share knowledge with the other partners it is
imputed
The partners in a general partnership act as a ____ of a partnershup and ____ of every other partner
agent
Partner’s in a general partnership have a
fiduciary duty
put others interests and partnership above his own is called
fiduciary duty
In a general partnership, you have to offer your interest to the partners before outsiders called
1st right of refusal
In a general partnership you are taxed on
your net income tax return not taxed on prodits. just an informational return k1 form
the order of source of funds when there is a lawsuit in a general law suit. hiearchy $ paid to judgement
1. insurance policy
2. offending partners personal assets
3. innocent partner
When a partnership ends it is called a
dissolution
process of ending business in anticipation of dissolution
winding down
When winding down a partnership termination 4
partners cannot create new obligations
collecting and selling property
discharging liabilities
distributing proceeds to partner
In a partnership termination RUPA
if one partner buys the business will continue and not dissolve
In partnership termination with UPA
the partnership ends when the partner leaves. the partnership disolves
In a _____ you own units
limited partnership
Uses for this partnership is to raise capital for single projects. It is sold by____
limited partnership
brokers
The advantages/disadv in a limited partnership
adv- limited liability, most you can lose is what you invested
disadv- no votes
a limited partnership is taxed
taxed on personal income taxes
What are the 2 classes of partners in a limited partnership
general partner-manage the business, r personally liable unless they encorborate themselves
limited aprter- majority
The shares of units of limited partners can be sold ____
on the open market
For this partnership there is no personal liability for partnership obligations, but there is unlimited personal liability for wrongful conduct, and there are taxation options
limited liability partnership
the taxation options for a limited liability partnership are
have the business be taxed or each partner is taxed
wrongful conduct for Limited liability partnership insludes
malpractive or intentional torts, negligence
a legal entity created by state law. it is encorborated in one state and in that state is a __________and other states called a __________.
corporation
domestic corporation
foreign corporation
The corporation lasts forever or until it’s disolved called
perpetual existance
a __________ owned by one person or laot of people
corporation
What tells you that there is ownership in a corporation
stock, equity security or equities
The corporation is ________
a person
a corporation has the rights to 4
access to the courts
protection from unreasonable searches
right to communicate freely
protectuin from unreasonable seizures of property
the right for a corporation communicate freely is called
commercial speech
commercial speech is values less than
social or political speech
In a corporation, shareholders have ______ for corporation debts
no personal liability
shareholders are protected by the
Corporate veil
you pierce the corporate veil by the
ultra ego theory.
little or no seperation between interest of shareholders and corporation, then the corporation is a shame.
ultra ego theory
for the annual meetings in a corporating, shareholders can use a
proxy- have someone vote in their interests
unionizes the offisors from personal financial liability of corporation. can be fired but, personal assets are protected
business judgement rule
the business judgement rule applies as long as 4
did not exceed their scope of authority
must show good faith
must honor fiduciary relationship
cannot commit fraud
places interests of corporation and shareholder ahead of their own
fiduciary relationship
this corporation has a small number of shareholders, shares are not traded on any exchange, many states dispense with formalities, articles of incorporation may require right of first refusal on transfer of shares
closely held corporations, closed corporations, private corporations
somthing you apply for that is a way to avoid double taxation
s corporation
In a ______you do not pay income taxes, just shareholders like general partnership
s scorporation
to qualify for an s corp
maximum of 100 shareholders
must reside in US
natural persons (not a corporation)
no shares with diff rights of distribution
cannot be a subsidiary or parent comp
With an s corp status you fill out a
k1 form 2 report profits and then senf to irs
sources of operating capital
equity securities
debt securities
earnings
equity securities create an
ownership interest
There are 3 types of debt securities
debenture
bond
note
Lt debt 10-20 years. unsecured. if not paid back, cannot go after assets
debenture
LT debt is secure.  can go after corp assets
bond
short term debt security 10 days to 5 year
note
Filed in the state
indicates status in name of business
shareholders must be of same profession
professional corporation
Liability for professional corporation
there is no personal liability for partnerhsip debts or other partners’ malpractice
a ______ is availble in a professional corporation
s corporation status
owners’ risk of loss is limited to investment
taxation options
unlimited # of owners
foreign ownership allowed
formation requirements vary by state(disadv)
limited liability company
a limited liability company is not
a corporation
owners of an limited liability company or an llc are called
members
the owners ina corporation are called
shareholders
owners of a general partnership are called
partners
In the agency principle relationship an agent is a _______ and is employed by the ________
representative
principal
the entity in which the agent is interactig is called
thrid party
the agent has a ________ and _____ to their principal
loyalty
fiduciary duty
The agent forms contracts between the principal and 3rd party and with their signiture it _____ the principal.
legally binds
The principal is liable for _____ by the agent
torts
The courts have made common law that affect employee rights. the principle common law is
employment at will doctrine
this can fire an employee at any time for any reasons or no reasons. the employee can also quit or retire wheneber;
employment at will doctrine
the 5 exceptpions to employment at will are
contracts (dates)
case law
public policy
statutes
union employment
in public policy what are some things you can’t be fired for
whistle blowing
refusing to take polugraph test
jury duty
military reserve
complaining about work conditions
filing sexual harassment claim
workmens comp
being near retirement
in a union there is a master contract that lists why you can be fired. it is only for a just cause (fair reason) and you have to tell them why. In a contract this is called a
just cause provision
privacy rights of empoyees
PRIVACY IS not violated if there is no reasonable expection of privacy
if things are stated in the employee manual (monitor personal calls) and take job then there is
no reasonable expectation of privacy
in a public area it is not reasonable to expect privacy so there can be
hidden cameras
there can be no _______ in a private area but can use_____
hidden camera
visible surveillance camera
in private areas if there is a good reason to use a hidden camera you can do this if
you post notice so it takes away reasonable expectation of privact and deters crimes
with controlled substance testing employors can test only in
limited circumstances
for controlled substance testing, government employors look at the
4th amendement. search and seizure. has to be justified. only when there is a reasonable suspician or the public is at risk.
for union members and controlled substance testing you
look at union contract
______ testing is acceptable unannounced when others are in danger
random testing
A private employer may not require you to take an exam or an applicant. Cannot inquire you about past exam results. use 2 results against employee or applicant or discriminate against someone who refuses to take a test. this act is called
employee polygraph protection act
employers exempt from polygraph laws 5
1government
2security service firms
3controlled substance firms (pharmaseuticals)
4victems of theft or spying
5companies providing consulting services to federal intelligence agencies cia
This gives employee time to get off work and still get their job back
FMLA family & medical leave
FMLA stands for
family & medical leave
the employees FMLA applies to ary
any public employee or an employor of 50 or more employees
the fmla lasts for
12 weeks in any 12 month period
an employee can use the fmla for their personal serious illness if it does not allow them to perform the _____
essential functions of a job
conditions to qualify for fmla are
most have worked 12 months
give 30 day notice with reason and length of time needed if foreseable
if not foreseeable then notice as soon as practible
the federal law that regulates organized labor (work force and employer) that law is ______. the ____ gave the right to organize and bargain collectively through chosen representatives.
NLRA national Labor relations act
The NLRA is also called
wagnar act
choose representatives through
elections can be used to choose union to represent works, which union will represent them, or power to decertfy a union. (get rid of union)
secret ballet
monitors elections to make sure employees choose who represents them without unfair influence from unions or employors. They oversee election and is conducted under ___________ to ensure eletion is free of undue or unfair influence.
NLRB(national labor relations board)(created by NLRA.
labatory conditions
The NLRB will not border an electrion to certify a union until there is a
substantial showing of interest among employees at least 30%
Union elections are once _____
every 12 months
federal restrictions on union membership (types of emplees that may not unionize) are 6
governemtn employees (state or local)
transportation employees
employees of spouse or parent
agricultural workers
domestic employees
supervisors and managers
The NLRB determines which employees can vote in elections radifying negotaited contracts. it requires employees to be in
appropriate bargaining unit
all the critera of a ______ does not need to be there. it is just more likely to be in a ______.The criteria focuses on one key consideration whcih is a __________________.
appropriate bargaining unit
community of interest- u want ppl in same bargaining unit to have same interests they are arguing for. a union can be more effective if bargaingin for similar needs which helps with the goal collecting bargaing being stable and efficient.diverse interests defeats goal of stable and efficient.
goal of collective bargining
stable and efficent
mandatory things you are suppose to discuss with the union such as all pay issues, length of time to end of pay period and pay day, length of shift, outsourcing, pay for double time, $night shift
compulsory collective bargaining subects
-threating employees against union
-bribing employees
-barring organizing activities
-refusing to provide relevant info
-refusing to bargain in good faith
-refusing to bargain over compulsory collective barg subjects
-establishing a rep group of employees
-recognizing a union that doesn’t represent majority
unfair labor practices
-prohibiting union notices on rideshare bulletin boards
-expression – union views
-predicting a union’s impact
-prohibiting union solicitation during work hours
-not bargaining on voluntary collective bargaining subjects
employers’ fair labor practices
mgt does not have to discuss these with the union
voluntary collective bargaining
-refusing to bargain
-trying to force employers to pay workers for work not performed
-asking an employer to join a secondary boycott
-picketing employer to cause bargaining with an undertified union
unfair labor practices by union
In a _________ you do not have to be represented by a union or pay dues
right to work
in mi or a not right to work state you
are represented by the union whether you want to be or not and have to pay dues
what is epa
equal pay act
allows equal pay for substantially equal qoek
epa equal pay act
the equal pay act allows = pay for ______. 4
substantially equal work
=effot
=skill
= responsibility
similar working conditions
the equal pay act is _law
federal
an employer can pay more regarding skill if it is a skill
required to the job
the 4 defenses for equal pay act
seniority
merit
productivity
any non gender factor (shift)
What is the FLSA
fair labor standards act
What does the FLSA do?
1. requires overtime to be 1 1/2 time
2. limit hours worked under 16
3. sets federal minimum wage
this prohibits employment discrimination against employees and applicants
civil rights act of 1964 Title 7 VII
civil rights act of 1964 is also called
title VII
The civil rights act of 1964 is ____ law. It says that discrimination can’t be based on ______ including 5
federal
protected classes
Race, color, religion, gender, national origin
the adminstrative federal agency that enforces the law civil rights act of 1964 is
eeoc equal employment opportunity commision
What does the eeoc stand for
equal employment opportunity comission
type of company that covers employees;under the civil rights act of 1964 are
15 or more people and involved in a job affecting interstate commerce
forms of discrimination 3
disparate treatment
disparate impact
harassment
the employee alleging a specific act of discrimination. intentional discrimination.
disparate treatment
By establishing the prima fica case in disparate treatment you are creadting a
presumptiom (tells court they can presume that there was discrimination)
When there is a presumption from disparate treatment the ____ goes to the business
burden of proof
in a disparate treatment case the defense has to show that there was a
legitament non discrimatory reason
in a disparate treatment, once there is a defense presented you ____ the presumption of discrimination and the _____ goes back to plantiff and they have to prove that there was____. there is no longer a presumption.
rebutt
burden of proof
discrimination
disparate treatement defenses
or nondiscrimatory reasons
poor performance
tardiness
too many absences
– remarks references
In a disparate treatment case, after there is a rebutt of the presumption then the plantiff has there was a
pretext
an excuse given that was not the real reason a person wasn’t hired. it was made up to hide discrimination. the plantiff has to proce evidence of a
pretext
to show evidence of a pretext you can
identify hired applicants who are not in a protected class and did not meet employer’s criteria
or use stats
The employer’s conduct causes discrimination even through there was no intent to discriminate. Usually more than one worker or applicant at a time
disparate impact
4/5ths rule or 80% rule
in disparate impact use this. rule of thumb by eeoc. If the selection rate for members of protected class is less than 80% of selection rate of group with higher selction rate then disparate impact
defenses for disparate impact
-the discriminatory requirment is a business necessity
-senority
-merit
-bona fide occupational qualification
BFOQ stands for
bona fide occupational qualification
a tcan be true requirementm discriminatory if it is essential to the job
BFOQ bona fide occupational qualificaion
the 2 forms of sexual harrassment
quid pro quo
hostile environment harrassment
somthing in exchange for something else form of sexual harassment
quid pro quo
when a company is responsible for their employees sexual harrassment
vicarious liability (liability w.o fault)
as mgt you can do periodic reviews and etc to build a ________as a defense in advance for wrongful termination
paper fortress
age discrimination proof applies to companies
with 20 or more employees in an industry that affects inner state commerce and us firms who employ us people abroad
ADEA stands for
age discrimation employment act
you cannot set a retirement age unless it is an
manager
the age discrimination applies to plantiffs
age of 40 or more
qualified
fired or not hired
replaced by a younger person
3 age discrimination defenses
bfoq
bonafide senority system
executive exemption
allows manadatory retirement at age 65 if have worked there at least 2 years and has accrued an annual retirement benefit of 44,000
executive exemption
ADA stands for
american wither disabilities act
the ada must be obeyed by employers with
15 or more employees
as long as someone can perform the essential functions of a job but are disabilied they are called
qualified disabled and the employer must provide reasonable accomadations. (if they don’t create undue hardship)
the ada protexts employees who
have impairments that substantially limit a life activity
have a record
regarded as having one
misdiagnosed
bankruptcy is under ___ law
federal law
under exclusice federal jurisdiction
bankrupcty court
courts of limited jurisdiction
the 2 goals of bankruptcy
give debtor a fresh start, fresh of debt
treat creditors equitably
bankruptcy is established inthe
us constitution
bankruptcy types
chapter 7
chapter 11
chapter 13
chapter 7 bankruptcy is also called
liquidation
to qualify for chapter 7 you must have an income ________, and also submit to ______.
lower than the medium income for the state credit cousneling
for chapter 7 you can only filed once every
8 years
Any person may file a chapter 7 including
corporations
for chapter 7 you must file where you have ______ in the past 365 days
lived most
bankrutpcy can remain on your credit report for
chapter 7
10 years
term when you dont have to pay the debt to creditor.
debt discharge
Driven factor making ppl file is from relief from creditors. When bankruptcy is filed, the court issues an
order of relief
court grants order of relief which a form that goes out to all creditors of debter. Court orders Creditors must honor this order. Order establishes an
automatic stay
another word for chpater 11 bankruptcy
reorganization usually companies
non dischargeable debt for chapter 7 includes nothing exceeding ______ for luxary goods or serviced debts or cash advanges and charges within ____ days
500
60 days
In chapter 7 fraudulently incurred debt and malicious destruction claims are _________ and in chapter 13 are _______.
non dischargeable
dischargeable
in ch 13 bankruptcy the debtor must have _____ and does this _______
income
makes payments to the corut in a 3-5 year plan
ch 11 a debtor may ______ contracts
rescind executory contracts
in ch 11 a ______ is proposed
reorganization plan
in ch 11 _______ can run the business
trustee or debtor
inch 11 the debtor may ________ or creditors may file an
file a petition
involuntary action
federal exemptions in ch 7
homestead
motor vehicle
household goods
jewelry
tools of the trade
personaly injury awards
ira
property you keep after bankruptcy is called an
exempt property or exemption
if you dont have a house, you can use that portion on other federal exemptions
wildcard exemption
property that is allowed to be kept is called ______ while the remaining property which is taken to pay debts is called______
exempt property
bankruptcy estate
the bankruptcy process begins when the debtor files a ______ in federal court
petition
a document containing details of debtors finances (current income and list of monthly expenses) and a list of every creditor he owes money to both secured and unsecured creditors.
Lastly all the personal and real property they own
petition
liability of a cosigner in chapter 7 is
must pay creditor even through debtor is no longer obligated after bankruptcy
liability of cosigner in chapter 13.
cosigner is not obligated to pay until the debtors 3-5 year payment plan has been completed
the purpose of the 1st meeting of creditors
whether the debtor listed all of his debts and all of his property in his bankruptcy petition
2nd meeting of creditors is used for
resolve omissions of property or debt from petition
or resolve other discrepancies
in a general partnership the rights of patners are determined by
state laws
general partnership contracts mostly have a clause called ___ means each and every partner is 100% liable for any responsibilities of the partnership
joint and several liability clause
for limited partnership a disadvantage for a gneral partner
formation is complicated
if an employee commits a crime or an director or officor commits a crim they are
liable
closely held corporations can be formed ____
w/o much formality
a professional corporation is filed with
the state
the disadvantage to a LLC is
formation requirements vary by state
In a disparate impact, the plantiff can ______ defense by showing that business necessity is ____
refute
not necessary
unwanted sexual behavior that makes it hard for someone to do their job
hostile environment harrassment
for the age discrimination defense of bfoq you have to show the relationship ship between
age and ability 2 do job saftely and effectivly
safety in numbers. alot safer in a group that is doing something wrong. personally can’t be blamed but group.
deindivdation
bankruptcy types are referred to as
chapters
00000you cannot ____ amoung creditors
creating a preference
after the 1st meeting all creditors that want payment from non exempt assetsmust file a
proof of claim (indicates how much they claimed and whats owed to them)

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