Agency Law
This type of authority is explicitly granted by the principal to the agent.
What is actual express authority?
A partnership is formed when two or more persons carry on as co-owners of a business for this purpose.
What is profit?
Owners of a corporation are called these.
What are shareholders?
LLC stands for this.
What is Limited Liability Company?
The major federal law regulating the initial sale of securities.
What is the Securities Act of 1933?
Authority that arises from a principal's conduct leading a third party to reasonably believe the agent has power.
What is apparent authority?
In a general partnership, partners are liable for partnership debts in this way.
What is joint and several liability?
This rule protects directors from liability if they make informed, good-faith decisions.
What is the business judgment rule?
Members of an LLC generally enjoy this type of liability.
What is limited liability?
The major federal law regulating ongoing trading and disclosure.
What is the Securities Exchange Act of 1934?
When an agent acts on behalf of a principal but without authority, this doctrine may still bind the principal if the principal later approves.
What is ratification?
This type of partner has limited liability but cannot participate in control without risking that protection.
What is a limited partner?
A lawsuit brought by a shareholder on behalf of the corporation.
What is a derivative suit?
This document governs internal operations of an LLC?
What is an operating agreement?
This famous rule prohibits insider and fraud.
What is Rule 10b-5?
An agent who breaches their duty of loyalty may have to give up these profits?
What are secret profits?
The default rule for sharing profits in a partnership (absent agreement).
What is equal sharing?
Directors owe duties of care and this other major fiduciary duty.
What is the duty of loyalty?
LLCs can choose to be managed by members or these individuals.
What are managers?
This test determines whether something is an "investment contract."
What is the Howey Test?
This fiduciary duty requires an agent to act with care, competence, and diligence.
What is the duty of care?
This doctrine binds the partnership when a partner acts in the ordinary course of business.
What is a partner authority (or agency authority of partners)?
This doctrine allows courts to disregard the corporate entity to hold shareholders personally liable.
What is piercing the corporate veil?
Unlike corporations, LLCs typically benefit from this type of taxation.
What is pass-through taxation?
Under this doctrine, courts may impose liability when fairness demands it, even outside strict legal rules.
What is equity?