Contract Formation
The bargained-for legal value that one party agrees to pay or provide to secure the promise of another.
What is consideration?
A test including (1) an investment of money (2) in a common enterprise (3) with the expectation of profits), and (4) relying on the efforts of another.
What is the Howey Test?
An entity type with 2 of more people that leaves unlimited liability.
What is a General Partnership?
The lowest court of the three levels of the federal court system.
What is the US District Court?
This type of bankruptcy is used when a company wants to continue operating the company to try to turn things around without paying anything to your creditors
What is Chapter 11 Bankruptcy?
This is not an offer, it is an Invitation to Deal.
What is an advertisement or general statement of interest in an agreement?
A security must be registered with the Securities and Exchange Commission unless we have one of these.
What is an exemption?
The type of entity that is best suited for a large company with thousands of shareholders, a large number of employees and a lot of corporate governance.
What is a corporation?
This federal administrative agency oversees securities offerings and regulation such as selling stock to investors.
What is the Securities and Exchange Commission (SEC)?
A type of jurisdiction referring to the power of a court over an item of real or personal property.
What is in rem jurisdiction?
An agreement that is not a contract because a critical legal requirement is missing, most commonly it is either an agreement to accomplish an illegal purpose or an agreement involving an incompetent party.
What is a void contract?
If an acquirer attempts a hostile takeover of our company, this strategy can help prevent the takeover attempt.
What is a takeover defense (crown jewel defense)?
This protects fiduciaries like the Board of Executive team from liability claims related to the duty of care where the decision has a rational business purpose.
What is the Business Judgement Rule?
This type of law comes from court cases and decisions made by judges. Alternatively, statutory law comes from a legislative body, such as Congress, passing a new law.
What is Common Law?
A type of service provider that uses their own equipment, sets their own hours and has control over their own work.
What is an Independent Contractor?
A defense to contract formation where someone isn't able to contract because they are, for example, under 18 years old or are intoxicated.
What is lacking capacity?
This type of cryptocurrency is the only known exception to securities law because it is considered a currency or commodity.
What is Bitcoin?
This legal concept requires a fiduciary to act in the best interest of the beneficiary.
What is the Duty of Loyalty and/or the Duty of Care?
What is stare decisis?
This law states certain protections on credit card companies, including that issuers cannot charge interest on bills paid on time.
What is the CARD Act?
This type of legal clause of provision compensates a party for losses that party has incurred or will incur as related to a specified incident.
What is Indemnification?
This securities exemption allows certain transactions with an aggregate offering amount of $10,000,000 or less, and it allows non-accredited investors to participate.
What is Rule 504?
You file this document to form a new corporation.
What are the Articles (Certificate) of Incorporation?
These are entities such as the Securities and Exchange Commission (SEC), the Federal Trade Commission (FTC) and the Department of Labor (DOL)?
What are administrative agencies?
This Article of the Uniform Commercial Code governs commercial contracts.
What is Article 9?