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BA 200
| Question | Answer |
|---|---|
| Variants | want to do something that varies from zoning law; have to go before board and request. |
| Eminent Domain | where government takes private property for public use and pays fair market value for it. EX: school, jail, hospital |
| Economic Bundle of Rights | a common way to explain the complexities of property ownership. Teachers often use this concept as a way to organize confusing and sometimes contradictory data about real estate. |
| Zoning | When government limits property use; in US constitution protect health of citizens. EX: prevents adult video store from going next to a daycare. |
| Restrictive Covenant | way to limit how property is being used; done between private individuals. |
| Administrative Agency Regulation | all have to contain cost-benefit analysis; how much cost and how many benefits. more $ to spend. no intent has to be shown. if society is harmed, can be found guilty even if there is no intent. |
| Environmental Impact Statements | (EIS) report required to be filled when a federal agency responsible for the enforcement of all the federal environmental laws. |
| CERCLA | Comprehensive Environmental Response, Compensation and Liability Act. -federal law that authorized federal funds to clean up hazardous waste disposal. |
| Sherman Anti-Trust Act | Original federal anti-trust law prohibits monopolization and horizontal trade restraints. such as: price fixing and boycotts. |
| Clayton Act | One of the major anti-trust laws; governs the control of business through mergers, acquisitions and interlocking directions. |
| Robinson-Patman Act | federal law that prohibits price discrimination -you can refuse to do business as long as you have legitimate business reasons. |
| Securities Exchange Act of 1934 | handles secondary distribution of securities. -companies with more than 10K in assets must file report. 10-Q, 8-K |
| Securities Act of 1933 | "truth in securities law" -require that investors receive financial and other significant information concerning securities being offered for public sale. -prohibit deceit, misrepresentations and other fraud in the sale of security. |
| Blue-Sky Laws | state law in the United States that regulates the offering and sale of securities to protect the public from fraud. |
| "Piercing the corporate veil" 3 types | Alter-Ego, Inadequate Capitalization and Anytime to prevent fraud. |
| Anytime to Prevent Fraud | can't set up corporation to do something you can't do personally; no sham. |
| Inadequate Capitalization | not enough $ or assets |
| Alter-Ego | "another me", separate entity, but don't treat corporation as separate entity; can't expect other to. |
| Corporate Veil | the personal liability shield. The corporation protection that entitles shareholders, directors and officers to limited liability. can be pierced for improper conduct of business or fraud. |
| "Piercing the Corporate Veil" | Covering of corporation to personal assets on outside. |
| Limited Liability | concept where by a person's financial liability is limited to a fixed sum, most commonly the value of a person's investment in a company or partnership with limited liability. |
| Right to Sue | 2 ways to sue: 1) Directly - you were done wrong 2) Derivatively- shareholders sues corporation on behalf of corporation believe they are doing what is right. |
| Business Judgement Rule | Decision made by officers and directors are right. |
| Right to Receive Dividends | Decision to pay or not to pay dividends is done by board. When a corporation earns a profit or surplus, that money can be put to two uses: it can either be re-invested in the business (called retained earnings), or it can be distributed to shareholders. |
| Right to Inspect: Books and Records | if you own 5% or more you can look at the books and records anytime you want to. If you sell your % then you lose the right to look. |
| Preemptive Rights | Allow shareholders the ability to maintain a proportional voting strength. Must offer to buy. RMBCA does not like this. |
| Pooling Agreement | Agreement among shareholders to vote their stock a certain way. |
| Voting Trust | Arrangement among shareholders to gain uniform voting and some power by signing over voting rights on shares to a trustee. |
| Proxy | Right (given in written form) to vote another's shares |
| 4 Things to do to lesson the effects of cumulative voting | 1) Stagger election of directors (ex: each directors term ends on different years.) 2)Reduce the size of the board. Reduce the directors. 3)Separate ballot for each director let them vote first. 4)No fight. |
| Cumulative Voting | Designed to help minority shareholders. Doesn't have to do with race, sex or religion. -number of directors x's number of shares = # vote |
| Stock Subscription | Agreement to purchase a given number of shares at a specified price at a later date. Often, a down payment is required, and typically the payments are on an installment basis. |
| Convertible | Changeable. From common stock to bond. Generally makes more expensive |
| Cumulative Feature | type of ownership in a corporation that gives the stock owners preference. |
| Preferred Stock | Nonvoting shares of a corporation entitling its holders to dividend preference above the common shareholders. |
| Common Stock | Type of shares in a corporation; the voting shares of the corporation and generally the bulk of ownership. |
| Revised Model Business Corporation Act | model set of law prepared by the Committee on Corporate Laws of the Section of Business Law of the American Bar Association and is followed by twenty-four states |
| Par Value | stated value; normally with bonds, mount # |
| Treasury Shares | stock that has been bought back by the issuing corporation and is available for retirement or resale; it is issued but not outstanding; it cannot vote and pays no dividends |
| Outstanding Shares | shares that have been issued; sold. |
| Bonds | a debt security, in which the authorized issuer owes the holders a debt and, depending on the terms of the bond, is obliged to pay interest to use and/or to repay the principal at a later date. |
| Stocks | the original capital paid into or invested in the business by its founders. It serves as a security for the creditors of a business since it cannot be withdrawn to the detriment of the creditors. |
| Securities | Investments in a common enterprise with profits to come largely from the efforts of others. |
| Franchise | You buy the ability to use anothers "recipe for success" products. Advertisements Franchisee->local owner Franchisor->big owner |
| Requirements for S corporation | a domestic corporation, or a limited liability company which has elected to be taxed as a corporation). Must have only one class of stock. Must not have more than 100 shareholders |
| S Corporation | (sub chapter S) a form of corporation for tax purposes that permits the direct flow-through of income and losses to the shareholders. |
| Officers | President, VP, Sec, etc. President and secretary cannot be same person. run corporation day to day. make contracts. |
| Board of Directors | Policy-setting governing group of a corporation. |
| Shareholders | (Stockholders) Owners of corporation vote in major items |
| 3 Major factors of a Corporation | 1)Shareholders 2)Board of Directors 3)Officers |
| Corporation | Business entity created by statute that provides limited liability for its owners. Advantages: unlimited liability Disadvantages: double taxation |
| Limited Liability | liability is limited to a fixed sum, most commonly the value of a person's investment in a company or partnership with limited liability. If a company with limited liability is sued, then the plaintiffs are suing the company, not its owners or investors. |
| Perpetual Life | can last forever. no restrictions. |
| Free Transferability of Interest | The right to sell an ownership interest to another party who acquires all of the seller’s rights, without permission from others. |
| Centralized Management | core group of people run office everyday. |
| 4 Corporation Characteristics | 1) Centralized Management 2) Free Transferability 3) Perpetual Life 4) Limited Liability |
| Limited Partnership | type of partnership in which some partners have unlimited liability (general partners) and other partners have only their investments at risk in the business (limited partners. Unequal distribution |
| Sole Proprietorship | Method of business ownership; one person owns business, receives all profits and is personally liable for all debts. |
| Partnership | Voluntary association of two or more persons, co-owners in a business for profit. |
| Nonprofit Corporations | Those corporations performing a function that covers cost but does not provide a return on investment. |
| Potential Harm of Monopolies | monopolies typically maximize their profit by producing fewer goods and selling them at higher prices than would be the case for perfect competition |
| Monopoly | exists when a specific person or enterprise is the only supplier of a particular commodity. |
| Divestiture Order | an order to an offending party to rid itself of property; it has the purpose of depriving the defendant of the gains of wrongful behavior the court found divestiture to be necessary in preventing a monopoly |
| HHI | Herfindahl-Hirshma Index. measures concentration in the fields. Government uses to look at field and see if it is too dominant. (ex: Dole = 80% of pineapples, gov't stepped in and said they were too big. |
| Price Fixing | Agreement among horizontal competitors to charge and uniform price |
| Nuisance | civil wrong of creating a situation (noise, dust, smell) that interferes with others' ability to enjoy the use of their properties. |
| GATT | General Agreement on Tariffs and Trade. important because it has about 100 signatory countries; represents 80% of world trade; tries to make world toward free trade |
| 4 Major Principles of GATT | 1) Reduction of tariffs by negotiation; more money have to pay more charge 2) Commitment to most favored nation trade; treat all signatory countries equal 3) Not favoring domestically produced goods 4) Elimination of import quotas |
| Quota | artificial number. acts as barrier to trade. |
| CISG | Contract for International sale of Goods. UN-sponsored convention that establishes uniform-rules for drafting international sales contracts, and sets the legal rights and obligations of the seller and the buyer under such contracts. apply automatically. |
| NIMBY | "not in my back yard" The term (or the derivative Nimbyism) is used pejoratively to describe opposition by residents to a proposal for a new development close to them. Opposing residents themselves are sometimes called Nimbies. |
| BANANAs | Build Absolutely Nothing Anywhere Near Anything (or Anyone). The term is most often used to criticize the ongoing opposition of certain advocacy groups to land development. |
| Superfund | federal government's program to clean up the nation's uncontrolled hazardous waste sites. |
| Lender Liability | lenders must treat their borrowers fairly, and when they don't, they can be subject to borrower litigation under a variety of legal claims. resulted in most cases now involving breach of contract and/or fraud claims. |
| NEPA | National Environmental Policy Act, policy is to assure that all branches of government give proper consideration to the environment prior to undertaking any major federal action that could affect the environment. |
| State Environmental Laws | restrict the amount of intrusion that individuals or corporations can make on the underground water system. govern air pollution. |
| Environmental Protection Agency | mission of EPA is to protect human health and the environment. |
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