Law of Corporations and Other Business Organizations

by Schneeman,Angela

• ISBN13: 9781435425774
• ISBN10: 1435425774
• Edition: 5th
• Format: Hardcover
• Copyright: 2009-02-25
• Publisher: Cengage Learning

Summary

Law of Corporations and Other Business Organizations, 5th Edition is an in-depth introduction to the law of business organizations for paralegals. Corporations as well as several alternative forms of business organizations are featured. Special attention is given to the Model Business Corporation Act 2007, published in February 2008. Discussions concerning partnerships and the limited liability entities focus on the Uniform Partnership Acts, Uniform Limited Partnership Acts, and Uniform Limited Liability Company Acts. Interesting cases are included for discussion purposes wherever possible, and Sidebars cover interesting facts and statistics.

Table of Contents

Preface

About the Author

Table of Cases

Introduction to Agency and Business Organizations

Introduction

Agency Concepts and Definitions

Agent

General Agent

Special Agent

Principal Master and Servant Independent Contractor

Power of Attorney

Agency Creation

Elements of an Agency Relationship

Consent of the Parties

Capacity of the Parties to Act No Written Agreement

Required No Exchange of Consideration

Required Proper Purpose

Creating the Agency Relationship

Express Agreement Implied

Agreement Conduct of the Principal/Agent Ratification Estoppel

Agency Relationship

Agent Authority

Actual Authority

Apparent Authority

Inherent Agency Authority

Agent+s Duties to the Principal Duty to Perform Reasonable

Care Fiduciary

Duty Remedies Available to Principal

Principal+s Duties to the Agent

Duty to Compensate

Duty to Cooperate

Duty of Care Indemnification

Principal+S Liability To Third Parties

Principal+s Liability under Contracts

Liability of the Principal for Torts of the Agent

Respondeat Superior Acts

Intended by the Principal Negligence or Recklessness by the Principal

Agent+S Liability To Third Parties

Agent+s Liability to Third Parties under Contracts

Agent+s Liability for Torts and Crimes

Agency Termination

Expiration of Agency

Term Fulfillment of Agency Purpose

Death or Incapacity of Principal or Agent

Change in Circumstances+Impossibility of Performance

Act or Agreement of the Parties Renunciation by Agent

Revocation of Authority by Principal Termination of Apparent Authority

Agency And Business Organizations

Business Organizations as Entities Sole

Proprietorships General Partnerships and Limited Liability Partnerships

Limited Partnerships and Limited Liability

Limited Partnerships

Limited Liability Companies Corporations

The Paralegal+S Role

Resources

Agency Treatises Online Resources on Agency Law Online Companion

Summary

Sole Proprietorships

Introduction

Sole Proprietorship Defined

Sole Proprietorships In The United States

Advantages Of Doing Business As A Sole Proprietor

Full Management Authority

Minimal Formalities and Regulatory and Reporting Requirements

Low Cost of Organization

Income Tax Benefits

Ease of Discontinuing Business

Disadvantages Of Doing Business As A Sole Proprietor

Unlimited Liability Lack of Business

Continuity No Diversity in Management Limited

Ability to Attract Highly Qualified Employees

Difficulty in Transferring Proprietary

Interest Limited Ability to Raise Capital

Operation Of The Sole Proprietorship

Using an Assumed Name, Trade Name, or Fictitious Name

Hiring Employees and Using Tax

Identification Numbers

Sales Tax Permits

Licensing Registering

Intellectual Property

The Paralegal+S Role

Resources

United States

Small Business Administration

State and Local Government Offices

State Statutes Secretaries of State and State Tax Information Internal Revenue Service

U.S. Patent and Trademark Office

Additional Online Information and Advice for Sole Proprietors and Small Business

Owners Online Companion

Summary

General Partnerships

Introduction

An Introduction To General Partnerships

Partnership Defined Partnerships in the United States Law Governi

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