Flashcards
Corporate Law Exam Flashcards
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| 14208114061 | Jurisprudence | interpretation of rules by a judge (case law) | 0 | |
| 14208120748 | legal doctrine | legal texts established in constitutional, statutory, or common law precedents that guide formal judgement | 1 | |
| 14208126042 | Second Directive | Directive which overviews the protection of capital, on 13 december 1976 | 2 | |
| 14208133882 | third directive | on the merger of public liability companies, 9 october 1978 | 3 | |
| 14208136294 | fourth directive | annual accounts of companies, 25 july 1978 | 4 | |
| 14208139205 | sixth directive | de merger of public limited liability companies, 17 december 1983 | 5 | |
| 14208162028 | modernizing company law and enhancing corporate governance in the european union | a report which explain what the commission wants to do with corporate law. This sets out the objectives of the commission to harmonize and modernize corporate law in the EU | 6 | |
| 14208225516 | civil law | Legal system based on Roman law which is codified (EU). A judge decides on the terms of a final agreement | 7 | |
| 14208230777 | common law | A legal system based on case law, the law is developed through court decisions (US/ UK). Decisions are made by a jury who grant high indemnity feeds because they think "the company has enough money anyways" | 8 | |
| 14208257621 | Incorporation theory | the applicable law is the law from the country in which the country has been established. UK and the netherlands follow this. | 9 | |
| 14208263116 | Real Set Theory | The applicable law is the law from the country where the seat (management) is situated. There is a lot of uncertainty here because laws can constantly change. | 10 | |
| 14208293103 | partnership between parties, continuity, tax reasons, limitation of the liability | why might someone start a company? | 11 | |
| 14208293115 | continuity | a business being continued after the death of a previous owner. | 12 | |
| 14208303400 | business objectives, business risk, type of partnership, flexibility in collaboration, international tax aspects | selection of the type of a company depends on: | 13 | |
| 14208311585 | closed partnership | a family company who doesn't hire outside family | 14 | |
| 14208316394 | flexibility of collaboration | when buying shares in a company, the money can only be reobtained by selling those shares to someone else. It is usually not possible to give the shares back to the company and to get reimbursed by the company. | 15 | |
| 14208321298 | civil commercial companies | usually doctors, lawyers etc who conduct civil activities, they aren't meant to generate profit, though they do. | 16 | |
| 14208327700 | separate legal entity | When a company is considered as a sperate individual from its shareholders. This makes the legal acts pinned to the legal person seperate from its partners. | 17 | |
| 14208341538 | persons company | a partnership or a temporary partnership started because of the persons of each of the partners is in partnership. The shares of these companies can't be transferred, unless all partners give consent. If one of founders leaves, company has to be liquidated and ended | 18 | |
| 14208350993 | capital company | starts because of a contribution by different shareholders. The partners are not essential to the existence of the company. It can be established in spite of the non participation of one of the partners. Shares freely transferable | 19 | |
| 14208357273 | public company | Usually larger capital intensive undertakings with an open character. a company whose shares are traded freely on a stock exchange. | 20 | |
| 14208361885 | Private company | usually small undertaking, where the transferability of the shares is liited | 21 | |
| 14208365876 | single person company | company goes against the principle that a company is based on a contract. Established by a person who manages the company and is their sole shareholder. | 22 | |
| 14208377146 | starter company | used to encourage entrepreneurship | 23 | |
| 14208384803 | listed company | a company who is listed on the stock market where their shares can be traded on the stock market | 24 | |
| 14208388100 | european companies | Companies who develop actives in more than one EU member state. There is a single set of rules for everything. There is a downside because there is no uniform tax regime throughout europe. | 25 | |
| 14208406693 | cooperative | autonomous association of people united voluntarily to meet their common economic, social, and cultural needs and aspirations through a jointly owned and democratically controlled enterprise | 26 | |
| 14208419429 | branch office | the office of a company that is located in another country than that of parent company | 27 | |
| 14208431939 | representation office | no registration formalities - they only represent the company in a country and cannot develop any commercial activities | 28 | |
| 14208435204 | internal organization, position of shareholders, transfer of shares, and function of shareholders meeting | differences between public and limited liability companies | 29 | |
| 14721873131 | no board of directors in partnerships | what is the difference between private and public limited liability in terms of board of directors | 30 | |
| 14721880248 | the partners are the shareholders in partnerships | what is the difference between shareholders in partnerships | 31 | |
| 14721885578 | In private limited liability companies, share can only be transferred with a 2/3 majority of the votes in the shareholders' meeting. For partnerships, there is even a requirement of unanimity. | what is the difference between transferability of shares in private and public limited liability companies? | 32 | |
| 14721907500 | Cooperative company | at least 3 incorporators | 33 | |
| 14721915381 | • For companies without separate legal personality, there will be nullity with retro- active effect. • For companies with separate legal personality, there should be at least 2 incorporators who have given their consent validly | consequences if consent to start a company is not given | 34 | |
| 14722076544 | lion clause | This clause excludes a shareholder from participating in the profits or losses of a company and prohibits that a provision is included in the contract saying that all the profit or all the losses are attributed to only one partner. Every contribution should be completely subject to the risks of the company. This clause exists in almost the entire world, and it is considered to be a basic principle of company law. | 35 | |
| 14721863027 | plurality (abolished), valid consent, contribution, profit purpose (abolished) | What are the requirements for starting a company. | 36 | |
| 14208454556 | contribution | an act whereby a person makes something available to an existing company or a company can be established. This person likely has the intent of becoming a partner or to increase their shares in the company (profits) | 37 | |
| 14208466074 | Plurality Requirement | The logical and legal requirement that a conspiracy must involve two or more parties. | 38 | |
| 14208519927 | retroactive nullity of the company | what happens if a person breaks plurality requirement and creates a business with one person. | 39 | |
| 14208523265 | cash contribution | commitment to transfer a sum of money to put at the disposal of company. Proff must be provided that the cash has been transferred | 40 | |
| 14208532470 | contribution in kind | all contributions not in cash (material / immaterial assets) | 41 | |
| 14722274127 | quasi contribution | arises when a capital company (NV/SA) intends to acquire an asset belonging to an incorporator, a director or a shareholder within 2 years of the incorporation. This is compensated with at least 1/10 of the share capital. | 42 | |
| 14208537747 | contribution of industry | contribution of labour. | 43 | |
| 14208546838 | financial plan | a required plan in the formation of a company in how they will finance the first 2 years of a business which has to be approved by a judge. | 44 | |
| 14208703331 | 1. pre contractual phase 2. preliminary agreement 3. incorporation 4. Formalities after incorporation | Phases of formation | 45 | |
| 14722149938 | pre contractual phase | before starting the company, it is important that the partners how they will collaborate with each other, and what kind of relationship they will have. They need to negotiate about this and establish a structure. They need to know what their rights and obligations are within the company | 46 | |
| 14722152926 | preliminary agreement | the preliminary agreement is an agreement that is informal, and wherein the principles of the business are determined. It is some kind of a Letter of Intent (LOI) and it contains things such as the know- how, commercial information, non- disclosure, non- competition, etc. | 47 | |
| 14722199884 | report from incorporators report from auditor finalized report from incorporators | Procedure for estimating price of contribution in kind | 48 | |
| 14722161009 | - Publication in Official Gazette - Register in Crossroad Bank of Enterprises. - Register with VAT and Social Security authorities | Requirements after incorporation | 49 | |
| 14722152970 | incorporation | in this phase, the agreement (notarial deed for capital companies) is signed by the parties. It defines the type, purpose, financial means, management, etc. of the company | 50 | |
| 14208715742 | equity formation | company must have sufficient equity which is decided by the financial plan imposed by law. | 51 | |
| 14208718766 | capital subscription | everyone can subscribe to capital except a subsidiary and the company itself | 52 | |
| 14208726449 | report by the incorporators, reports by statutory auditor, report incorporators finalized | procedure for contribution in kind | 53 | |
| 14208734157 | financial plan, formalities for contribution, incorporation meeting before notarty public, filing with the company court, registration with bank of enterprises, VAT authorities, social security, etc. | procedure for the incorporation process | 54 | |
| 14208742659 | incorporator | the people present at the meeting of incorporation as a party to the contrat | 55 | |
| 14208750593 | formulation of the capital, overestimation of the value of assets contributed in kind, company to validly constituted | incorporators are liable for | 56 | |
| 14208751800 | equity securities | Securities issued by corporations as a form of ownership in the business. (Shares / Stocks) | 57 | |
| 14208751801 | debt securities | bonds, convertible bonds, debentures | 58 | |
| 14208754111 | derivatives | any financial asset whose value is derived from the value of some other "underlying" asset. Options, futures, swap, etc. | 59 | |
| 14208755622 | shares | represent ownership in a company and a fraction of the share capital | 60 | |
| 14208760019 | registered shares | registered in share ledger which shows ownership proved by registration | 61 | |
| 14722313855 | dematerialized shares | these are shares that are registered on an account in the bank. A person orders its bank to buy shares of a certain company. The person will not receive the shares as such but will receive a separate account in which it will be seen that shares have been bought. Usually, it is not known who owns dematerialized shares, only tax authorities know this. | 62 | |
| 14208763390 | bearer shares | ownership proved by possession of paper representing the shares | 63 | |
| 14208772806 | capital value | value of equipment spread over given number of years for accounting and planning depreciates 10%/yr | 64 | |
| 14208773903 | intrinsic value | (net assets) An estimate of a stock's "true" value based on accurate risk and return data. The intrinsic value can be estimated but not measured precisely. | 65 | |
| 14208778650 | market value | the price at which property would sell | 66 | |
| 14208781989 | right to follow | tag along. in case a shareholder is selling its shares to a third party the other shareholders will have the right to offer their shares against the same conditions to such third party | 67 | |
| 14208786558 | obligation to follow | drag along. a shareholder willing to sell its shares to a third party can force the other shareholders to sell their shares as well to that person | 68 | |
| 14208789996 | put option | the option to sell shares of stock at a specified time in the future | 69 | |
| 14722325841 | approval clause | shares can only be transferred after the consent of an organ of the company | 70 | |
| 14208791190 | option-to-buy | a contract that gives one party the right, but not an obligation, to purchase a property within a specified time horizon at a specified price | 71 | |
| 14208795829 | real capital increase | new contribution in cash or in kind. This means that new money or assets will be put into the company. | 72 | |
| 14722302293 | a share premium needs to be paid in order to avoid financial dilution of the existing shareholders. | what to do if value of shares is above face value? | 73 | |
| 14208795830 | formal capital increase | incorporation of reserves or profits carried forward This means just that the composition of the net assets is changed. No new shares are issued. There is just an increase in nominal or face value. | 74 | |
| 14276779850 | Limited Liability Company | A business organization in which the business (not the owner) is liable for the company's debts. | 75 | |
| 14276941089 | public limited liability company | A company whose securities are traded on a stock exchange and can be bought and sold by anyone. These companies are strictly regulated, and are required by law to publish their complete and true financial position so that investors can determine the true worth of its stock (shares). | 76 | |
| 14276945782 | Private Limited Liability company | a type of privately held small business entity, in which owner liability is limited to their shares, the firm is limited to having 50 or fewer shareholders, and shares are prohibited from being publicly traded. A company becomes an independent legal structure when it incorporates. | 77 | |
| 14276950399 | Internal Organization | Who governs the company, typically the board of directors. | 78 | |
| 14276951688 | Position of shareholders | Typically, shareholders can't do anything except appoint directors and approve annual accounts. However, in partnerships the partners are the shareholders who will have everything to say then. | 79 | |
| 14276957427 | transfer of shares Public limited liability | When the shares in a company are very transferrable | 80 | |
| 14276965342 | transfer of shares private limited liability | Shares can only be transferred with a 2/3 majority of the votes in the shareholders meeting. | 81 | |
| 14276967789 | Transfer of shares partnerships | A requirement of unanimity to transfer the shares | 82 | |
| 14277265001 | Duty of Care | The duty of all persons, as established by tort law, to exercise a reasonable amount of care in their dealings with others. Failure to exercise due care, which is normally determined by the reasonable person standard, constitutes the tort of negligence. | 83 | |
| 14277282047 | Incorporation | Sign agreement between the parties defining type, purpose, financial means, mangagement, etc. which must be in accordance with local law | 84 | |
| 14277285976 | pro rata share | an amount proportionate to the ownership interest of an investor | 85 | |
| 14277354486 | standstill clause | shares cannot be transferred during a certain period of time | 86 | |
| 14277389502 | pre-emptive right | shares must first be offered to the other shareholders that can acquired the shares pro rata their participation in the company | 87 | |
| 14277393222 | dividend | A stock with voting rights also has the right to _______ | 88 | |
| 14277400901 | shares with no voting rights | max 1/3 of share capital, preferential right on dividends | 89 | |
| 14277403035 | Preferential right | any right or agreement that enables any Person to purchase or acquire any Interests | 90 | |
| 14277414175 | profit shares | the preferential right on dividends and liquidation bonus. There is typically no voting rights here depending on the company. | 91 | |
| 14277433982 | share premium to be paid to avoid financial dilution of the existing shareholders | what do you do if the value of the contribution is above face value | 92 | |
| 14277440190 | you must inform shareholders through a special report by the board of directors and a special report by the statutory auditor | what do you do if the value of the contribution is below the face value | 93 | |
| 14277447688 | A special report by auditor, the board of managers, and a decision by the extraordinary general meeting of shareholders organized before the notary public | What is the procedure for a contribution in kind (real capital increase) | 94 | |
| 14277456270 | block bank account, amount wired to blocked bank account, certificate by the bank to be transmitted to notary public, general meeting organize before a notary public | what is the procedure for a contribution in cash? | 95 | |
| 14722373064 | direct financial assistance | Person X wants to acquire shares from company Y but does not have sufficient financial resources. Therefore, company Y grants person X a loan, in order for him to acquire the shares. | 96 | |
| 14722388402 | cross participations | participations of subsidiaries in their parent company (subsidiaries in which the parent company has control). In this case, all subsidiaries need to be considered, and the same rules apply as with the acquisition of proper shares. The shares acquired that are in conflict with these rules are to be sold within 1 year. | 97 | |
| 14722375758 | indirect financial assistance | Person X wants to acquire shares from company Y but does not have sufficient financial resources. Therefore, person X will get a loan at the bank. In order for person X to get the loan, a security needs to be given to the bank, which will be taken care of by company Y. | 98 | |
| 14277461254 | envisaged transaction | The acquisition by the company of its own shares. Pledge on their own shares. Treated as the acquisition of proper shares | 99 | |
| 14286959269 | financial assistance | credit provided by a company in view of acquiring its shares. This is typically forbidden unless under strict conditions | 100 | |
| 14286962117 | Transaction under the responsibility of the director, transaction at arms length (normal market conditions) | what are the conditions for financial assistance | 101 | |
| 14286971538 | Formal Capital Reduction | Losses carried forward incorporated into the capital. There must be a reserve for foreseeable losses. | 102 | |
| 14286972213 | Real Capital reduction | reduction by repayment of the shareholders. Equality between the shareholders to be respected and cant go beyond the minimal capital requirements. | 103 | |
| 14286985360 | shareholders, long term creditors, creditors | what are the sources for financing a company | 104 | |
| 14286986709 | bonds | Debt instrument issued by a company represented by coupons. These are freely transferable. | 105 | |
| 14286989845 | convertible bonds | Bonds that can be converted into shares under the conditions stipulated by the general meeting. | 106 | |
| 14287018983 | Warrant | right to subscribe to a capital increase at a price and under the conditions stipulated at issue | 107 | |
| 14287019497 | Sole director | a company is managed by one director who is appointed in the articles of assocation. | 108 | |
| 14287022824 | Monistic Governance | company is governed by a board of directors (3+ directors). Decisions are taken by collegial organ | 109 | |
| 14287031469 | collegial organ | The idea that a decision is taken by majority vote | 110 | |
| 14287032311 | dual governance | Two governing bodies with a clear division of competencies. That is the board of directors and supervisory board. | 111 | |
| 14287034203 | Supervisory board | Represents the company in all matters for which they have exclusive competency. Minimum of 3 members. | 112 | |
| 14287041115 | executive board | The people who manage the company daily activities and represents the company in all matters for which the EB is competent. | 113 | |
| 14287098615 | daily management | each act that might be necessary on a day to day basis to assure the daily functioning of a company or that considering its minor financial impact doesnt justify convening the board of directors | 114 | |
| 14287099889 | managing director | appointed by board of directors and not by general meeting. Assures the daily managment of the company | 115 | |
| 14287100723 | management committee | in large companies, daily management has been shifted to the CEO and its team | 116 | |
| 14287103798 | board of directors has full authority and are not instructed by the directors | What is the difference between Board of directors and general meeting | 117 | |
| 14287105363 | approval of the annual accounts, appointment of directors, assessing the liability of directors, changing articles of association, specific competencies | what are the duties of the general meeting | 118 | |
| 14287108116 | civil liability | The directors are liable for the implementation of the duties entrusted in them. They are liable for their shortcomings, wrongful actions, or negligence. The director is judged as the bonus pater familias. | 119 | |
| 14287109503 | Contractual liability | Provides coverage against liability arising out of an insured's contractual obligations. | 120 | |
| 14287114580 | Directors are jointly and severally liable for damages resulting out of infringements of the company code. | What happens if you infringe the company code? | 121 | |
| 14287116262 | tortious liability | person's liability for harm caused due to a breach of duty of care | 122 | |
| 14287117053 | individual liability | director committing tort must compensate the parties suffering such damage | 123 | |
| 14287135224 | Ultimate decision maker for decisions and option to be taken within the company but varies between company to company | what is the function of the general meeting | 124 | |
| 14287138845 | shareholders, owners o profit shares, bonds warrants and directors, and a statutory auditor | who is present at the general meeting | 125 | |
| 14287196437 | statutory audit | to determine whether an organization is providing a fair and accurate representation of its financial position by examining information such as bank balances, bookkeeping records and financial transactions. | 126 | |
| 14287200812 | small company | those companies having a separate legal personality and that for two consecutive financial years dont exceed 1. 50 employees 2. 9 million in turnober 3. 4.5 million in assets | 127 | |
| 14287202909 | micro company | company having a separate legal personality for two consecutive years and don't exceed 1. 10 employees 2. 700,000 in turnover 3. 350,000 in assets | 128 | |
| 14287206570 | merger by acquisition | one or more companies dissolving without going to to liquidation and transfers all assets and liabilities to another company | 129 | |
| 14722549187 | ordinary general meeting | organized annually to approve the annual accounts. | 130 | |
| 14722584564 | annual corporate compliance | The company needs approval within 6 months after closing the financial year and needs to file with the National Bank within 1 month after approval (the latest 7 months after closing the financial year). | 131 | |
| 14722551795 | extraordinary general meeting | organized on another date than the date of the ordinary general meeting. | 132 | |
| 14287209346 | merger by incorporation | one or more companies dissolve without liquidation and transfer all assets and liabilities to a newly found compnay | 133 | |
| 14287211326 | simplified merger | a company being dissolved without liquidation, transfers all assets and liabilities to the company holding its shares representing the entire share capital. | 134 | |
| 14287212542 | de merger by acquisition | a company transfers to more than one company all its assets and liabilities | 135 | |
| 14287215168 | de merger by incorporation | a company transfers to more than one newly formed company all its assets and liabiities | 136 | |
| 14287215885 | partial de merger | operation where part of the assets and liabilities of a company are transferred to one or more acquiring companies. | 137 | |
| 14287216847 | cross border merger | merger between companies in different countries. | 138 | |
| 14711776086 | real capital reduction | reduction by repayment of the shareholders. Can't go beyond the minimum capital requirements. | 139 | |
| 14711784249 | formal capital reduction | losses carried forward "incorporated" into the capital. | 140 | |
| 14722594500 | bonus pater familias | This means that the directors must use such care and skills which an ordinary careful and prudent director would have used under similar circumstances at the time of the actions. They have a contractual liability, but only towards the company. | 141 | |
| 14722609716 | liability for bankruptcy | If the liabilities are higher than the company's assets, the directors, former directors and the so- called directors de facto can be held severally and jointly liable for part or all of the company's debts, and such to the extent of the balance between assets and liabilities, if it is established that they committed obviously gross wrongful actions or negligence contributing to the bankruptcy. | 142 | |
| 14722631973 | voluntary dissolution | dissolution through a decision by the general meeting of shareholders. | 143 | |
| 14722635302 | judicial dissolution | dissolution upon a decision of the court. This happens in case net assets have fallen below the minimum capital requirements, serious conflicts have arisen between partners, not filing the annual accounts for 3 consecutive years... | 144 |
AP Language quiz #7 Flashcards
Terms : Hide Images
| 15927378851 | parody | An exaggerated imitation of a serious work for humorous purposes | 0 | |
| 15927384368 | satire | using humor or irony to expose someones stupidity | 1 | |
| 15927387011 | persona | a narrator who is not represented by the author | 2 | |
| 15927391963 | alliteration | Repetition of initial consonant sounds | 3 | |
| 15927395138 | assonance | repetition of vowel sounds | 4 | |
| 15927400330 | consonance | repetition of consonant sounds | 5 | |
| 15927402850 | onomatopeia | words that imitate sounds | 6 | |
| 15927405551 | internal rhyme | rhyme that occurs within a line | 7 | |
| 15927408039 | slant rhyme | two words that have some sound in common but do not rhyme exactly | 8 | |
| 15927409739 | end rhyme | the last word of two different lines of poetry rhyme | 9 | |
| 15927413740 | rhyme scheme | the pattern of a poem's end rhymes. | 10 | |
| 15927417065 | meter | a regular pattern of the syllables in lines of poetry | 11 | |
| 15927420215 | free verse | poetry that does not rhyme or have a regular meter | 12 | |
| 15927421721 | iambic pentameter | poetry that is written in lines of 10 syllables | 13 | |
| 15927425336 | sonnet | 14 line poem in iambic pentameter | 14 |
APES Flashcards
Terms : Hide Images
| 16095395217 | Provisioning | produce food, lumber, meds, | 0 | |
| 16095398751 | Regulating: | maintain H2O, air, soil quality, climate | 1 | |
| 16095401372 | Supporting | habitat, biodiversity | 2 | |
| 16095411977 | beauty, spiritual, recreation | cultural | 3 | |
| 16095415917 | Externality | is the effect of two separate parties interacting creating an output that effects (either negative or in no way) a third party | 4 | |
| 16095419593 | Anthropocentric: | only concerned about humans | 5 | |
| 16095424900 | Biocentric: | extending ethical concern to animals | 6 | |
| 16095445886 | Ecocentric | extending ethical concern to ecosystems | 7 | |
| 16095449241 | What factors are used to calculate GPI? | Desirable and undesirable economic activity and functions that provide better living situations for citizens. Measured values of goods and services minus environmental, social, and economic costs | 8 | |
| 16095453405 | All costs are internalized | no externalities. ex) fisherman and power plant diagram (power plant gives off air pollution, creates acid rain, fish die, fisherman loses money for business). Problem: market doesn't give true cost | 9 | |
| 16095456521 | infinite/ substitution | no substitute for clean water or other resources. Ex) England pre industrial revolution=wood; wood gets scarce, we substitute coal. Problem: no need to conserve | 10 | |
| 16095461084 | Discounting future costs/ benefits | a dollar today is worth more than a dollar tomorrow. Problem: short term thinking | 11 | |
| 16095480541 | Economic growth must continue | more consumption leads to more people leads to more money. Problem: overconsumption | 12 | |
| 16095487549 | Provisioning | produce food, lumber, meds, textiles(resources) | 13 | |
| 16095509742 | What is GDP? | Stands for gross domestic product Measures the total monetary value of final goods and services the nation produces each year Poor measure for well being because it doesn't account for non-market values and it lumps together all economic activity | 14 | |
| 16095517481 | United Nations | environmental programme that promotes sustainable development | 15 | |
| 16095520250 | World bank | promotes sustainable development, provides low-interest loans to developing countries, mission is to end extreme poverty and promote shared prosperity | 16 | |
| 16095524626 | European Union | promotes free trade, protects public health, regulation | 17 | |
| 16095527549 | World Trade Organization | promote free trade | 18 | |
| 16095531400 | Non governmental organization | all-citizen group that promotes a cause ex) red cross | 19 | |
| 16097181172 | Why is Rachel Carson important? | She wrote a book called silent spring that provided the impetus for tighter control of pesticides (DDT) | 20 | |
| 16097216853 | What is the NEPA? | A US law enacted on January 1, 1970 that created an agency called the Council on Environmental Quality and required that an environmental impact statement be prepared for any major federal action National Environmental Policy Act | 21 | |
| 16097241668 | What is the role of administrative agencies? | Environmental protection agency Fish and wildlife Creates rules and regulations to make statutory laws goal happen Monitor and enforce Specify statutory laws | 22 | |
| 16097273129 | What is the command and control approach? | to command people or firms not to do something by enacting a law that makes it illegal and by delegating authorities to enforce such law through the imposition of fines or penalty to violators | 23 | |
| 16097275956 | What are the ways that we see public policy derailed? | Vested interests: using the best interests of the group's vs. public interest Lobbying: hiring firms to meet with government Campaign contributions: 1% of people pay large amounts of money for government campaigns Revolving door: circular motion of people who come from industry to government | 24 | |
| 16097280642 | Why is the Cuyahoga river important? | Third wave of US policy: 1950's to the 1990's protecting people from pollution | 25 | |
| 16097287131 | What is the EPA? | Environmental policy act An administrative agency charged with conducting and evaluating research, monitoring environmental quality, setting standards, enforcing those standards, assisting the states in meeting standards and goals for environmental protection, and educating the public | 26 | |
| 16097307097 | What are the various economic tools we can use to implement policy and how do they work? | Economic policy: letting free market fix itself Green taxes; tax harmful substances/activities. ex) carbon tax Subsidy: government give away. ex) HOV lane with hybrid- solo driver/ tax break Marketable emissions permits/ cap and trade | 27 |
Flashcards
APES: Aquatic Biomes Flashcards
Terms : Hide Images
| 14819397330 | Factors Influencing Biodiversity | Salinity (fresh has it low, but some will fall in due to weathering/irrigation), water temperature (cold holds more dissolved oxygen), amount of sunlight, availability of dissolved oxygen in water, nutrients such as nitrates and phosphates, turbidity (cloudiness of water) | 0 | |
| 14819426287 | Division of Oceans | Saltwater is 71% of Earth's surface and freshwater is 2.2%, together covering 3/4 of the Earth's surface |  | 1 |
| 14819443778 | Aquatic Life Zones for Salt and Fresh Water | Salt(marine): oceans and estuaries, coastlands and shorelines, coral reefs, mangrove forests Fresh: lakes, rivers, streams, ponds | 2 | |
| 14819458140 | Plankton: phyto, ultra, zoo | Basis for the food web and all aquatic production, act as plants, producing oxygen for the water life; primary producers for most aquatic food webs; tiny photosynthetic bacteria; secondary consumers, single celled to large invertebrates like jelly fish | 3 | |
| 14819486379 | Nekton | Strong swimmers such as fish, turtles, and whales | 4 | |
| 14819494713 | Benthos | Bottom dwellers such as oysters, sea stars, clams, lobsters, crabs, and sponges | 5 | |
| 14819502146 | Decomposers | Mostly bacteria, break down dead animals | 6 | |
| 14819511163 | Importance of Freshwater Ecosystems | Provide major economic/ecosystem service, irreplaceable reservoirs of biodiversity natural capital | 7 | |
| 14819565316 | Ecological Services of Freshwater Ecosystems | climate moderation, nutrient cycling, waste treatment, flood control, groundwater recharge, habitats for many species, genetic resources and biodiversity, scientific information | 8 | |
| 14819583653 | Economic Services of Freshwater Ecosystems | Food, drinking water, irrigation water, hydroelectricity, transportation corridors, recreation, and employment | 9 | |
| 14819595861 | Freshwater Ecosystems | Contain a low salinity, including lakes, ponds, rivers, streams, and inland wetlands, lentic or loadic | 10 | |
| 14819603896 | Lentic | standing water | 11 | |
| 14819603897 | Loadic | constantly moving water | 12 | |
| 14819607950 | Freshwater Lakes | Form in depressions made by glaciers or volcanic activity(Crater Lake) or movement of the Earth's plates | 13 | |
| 14819617766 | The littoral zone | Near the shore and contains shallow, sunlit waters, along with high biological diversity due to the presence of photosynthetic plants and algae | 14 | |
| 14819639012 | The limnetic Zone | Sulit, but further from shore, most of photosynthesis in lakes occurs, produces most of food and oxygen | 15 | |
| 14819644892 | Benthic Zone | Near bottom of a lake, inhabited mostly by decomposers feeding from detritus above | 16 | |
| 14819658810 | Profundal Zone | Deep water too dark for photosynthesis with low oxygen levels | 17 | |
| 14819668011 | Types of Freshwater Lakes | Often classified based on nutrient levels/biological productivity: oligotrophic, eutrophic | 18 | |
| 14819682506 | Oligotrophic | Lake low in nutrients with few number of plankton and algae (Glacier Lake) | 19 | |
| 14819688177 | Eutrophic | Lakes with greater concentrations of nutrients, removes growth limiting factor for algae/plankton | 20 | |
| 14819703811 | Cultural Eutrophication | an increase in fertility in a body of water, the result of anthropogenic inputs of nutrients | 21 | |
| 14819707138 | Streams | Narrow channels of water, often begin in mountainous areas where water (from melting snow/glaciers) moves rapidly across rocks and down waterfalls | 22 | |
| 14819718824 | Rivers | Formed when streams combine with runoff water from surrounding land | 23 | |
| 14819722829 | Source Zone | Cold, rich in oxygen, low in nutrients, usually in the mountains | 24 | |
| 14819736329 | Transition Zone | Streams widen, become deeper and warmed by the Sun | 25 | |
| 14819743224 | Waterflow | Oxygen decreases, but nutrients increase |  | 26 |
| 14819751014 | Estuary | Where rivers meet the sea (river mouths, inlets, bays, sounds, salt marshes, sea-grass beds, mangrove forests | 27 | |
| 14819769901 | Coastal Wetlands | Coastal land covered with water all or part of the year, seawater mixes with freshwater, a very productive ecosystem with high nutrient levels (coastal deltas, mangrove forests), provide natural protection against storms | 28 | |
| 14819797310 | Dams and levees | artificial barriers made to help control flooding, reduce sediments in deltas | 29 | |
| 14819801166 | inundate | flood (coastal areas usually like New Orleans) by rising sea levels | 30 | |
| 14819805723 | Inland Wetlands | lands located away from coasts, covered with freshwater all or part of the time: marshes, swamps, prairie potholes, flood plains, and arctic tundra and provide free ecosystem/economic services | 31 | |
| 14819825069 | Ecosystem/economic services of Freshwater inland areas | filter and degrade toxic wastes, help to replenish streams and recharge groundwater aquifers, recreation areas, reduce flooding and erosion, biodiversity, food and timber | 32 | |
| 14819850440 | Human Activities Threatening Freshwater Systems | Threaten and disrupt ecosystem/economic services provided, dams and canals restrict the flows of rivers, cities and farms pollute water, many wetlands have been drained for human purposes | 33 | |
| 14819870714 | Marine Systems | Irreplaceable biodiversity reservoirs that provide major services(12 trillion dollars a year), containing 3 life zones- coastal, open sea, and ocean bottom | 34 | |
| 14819881979 | Coastal and Marine Environments | Warm, nutrient rich, shallow, shore to edge of continental shelf, usually a high net primary productivity from ample sunlight and nutrients | 35 | |
| 14819896748 | Marine Ecological Services | Oxygen supplied through photosynthesis, water purification, climate moderation, CO2 absorption, nutrient cycling, reduced storm impact, biodiversity with species and habitats | 36 | |
| 14819911077 | Marine Economic Services | Food, energy from waves and tides, pharmaceuticals, harbors and transportation routes, recreation and tourism, employment minerals | 37 | |
| 14819929851 | Coral Reef Importance | Biodiversity, form in clear and warm coastal waters in tropical areas, contain polyps-tiny animals, contain algae that have a mutual relationship with the polyps, polyps secrete calcium carbonate shells which become coral reefs, provide important ecological and economic services, but vulnerable to damage | 38 | |
| 14819951268 | Coral bleaching | A phenomenon in which algae inside corals die, causing the corals to turn white due to warmer ocean temperatures that kill the algae and polyps, increasing ocean acidity | 39 | |
| 14819986267 | Thermocline | a steep temperature gradient in a body of water such as a lake, marked by a layer above and below which the water is at different temperatures. In the ocean, decreases from the euphotic to the abyssal zone | 40 |
Corporate Law Chapter 2 Flashcards
Terms : Hide Images
| 13164462759 | Characteristics of Sole Proprietorships | a. An unincorporated business owned and operated by one person b. The owner is the business; there is no separate business entity c. The sole proprietor is the sole decision-maker d. Governed by local and state law; no permission required by state to form a sole proprietorship | 0 | |
| 13164465748 | Advantages of Sole Proprietorships | a. Ease of formation—easy and inexpensive to form and maintain b. Managerial Discretion—sole proprietor may select the name of the entity, establish its location, hire employees, decide what products/services to offer, sell the business without needing anyone else's approval, etc. c. Retention of Profits—profits retained by sole proprietor d. Pass-Through Tax Status—income not taxed at the entity level; instead income passes through to the sole proprietor and is taxed at his appropriate individual rate. | 1 | |
| 13164473882 | Disadvantages of Sole Proprietorships | a. Unlimited Personal Liability—the sole proprietor's liability extends beyond what has been invested in the business to his personal assets (ex. bank accounts, art collections, furniture, etc.). The sole proprietor is also liable for the torts or civil wrongs committed by his employees in the course/scope of employment. b. Lack of Continuity—generally the sole proprietorship terminates upon death of the sole proprietor. c. Difficulties in Raising Capital—to raise money, the sole proprietor is limited to his own personal funds but may borrow money if he needs additional funds. d. Management Vulnerabilities—as the business grows, the sole proprietor may lack necessary expertise and therefore may need to spend money to hire other employees/advisors/consultants. | 2 | |
| 13164480909 | Licensing Considerations | a. some businesses have licensing requirements (ex. real estate, insurance or liquor licenses, etc.) | 3 | |
| 13164484018 | Name Considerations | a. if a proprietor operates his business under a name different than his own (called an assumed name, trade name or fictitious name), then such name must be registered with the local or state authority where business is conducted. The Fictitious Business Name Statement (sometimes called a DBA or "doing business as" Statement) is filed. The name must be available in the locality. (i) The purpose for filing the Fictitious Business Name Statement is to disclose the real owner of the proprietorship to the public and to make it possible for such person to be sued. (ii) If a proprietor uses his last name and does not imply others are involved (ex. Smith's Repairs) then no statement need be filed. | 4 | |
| 13164492834 | Business and Sales Tax Permits and Other Formalities | (i) Basic license to do business—required to do business in some jurisdictions (ii) Payment of sales taxes (iii) Obtain employer tax ID numbers to withhold taxes for employees, pay social security and workers' compensation funds. | 5 | |
| 13164497124 | Taxation of Sole Proprietorships | A. income derived from a sole proprietorship is added to any other income a proprietor may earn and taxed at a personal tax rate. The sole proprietor may deduct business expenses (ex. advertising costs, insurance premiums, cost of supplies, interest paid, etc.) in order to offset income. | 6 | |
| 13164497125 | Termination | a. No formalities and no federal/state government approval required. b. Third parties should be notified so as to avoid apparent authority and creation of agency by estoppels. c. Any agency that issued a license/permit or ID number should be notified. | 7 |
Corporate Law Terms Flashcards
Terms : Hide Images
| 9487313586 | Dividend | Money paid to shareholders | 0 | |
| 9487313587 | Insolvency | Being unable to pay one's debts | 1 | |
| 9493831233 | Types of Partnerships | 1. General 2. Limited 3. Limited Liability | 2 | |
| 9493834394 | Sole Proprietorship | A single owner with the sole responsibility of making decisions. | 3 | |
| 9493841577 | General partnership | When there are two or more persons with fiduciary duties to each other and each possessing the agency to act on behalf of the other person. | 4 | |
| 9493857373 | Limited partnership | Partnership designed to mitigate the pitfalls of a general partnership by reducing the liability of the people involved. | 5 | |
| 9493860668 | Partnership | Relationship subsisting between two or more persons carrying on business with a view to profit (s. 2 of Ontario Partnerships Act) | 6 | |
| 9493872035 | Limited Liability partnership | Greatest limits on liability here. | 7 | |
| 9493875932 | Business Corporation | A company characterized by its separate legal personality, limited liability, centralized management, perpetual life, and the transferability of shares. | 8 | |
| 9494200083 | Capital | Money or assets owned by a person or organization to be contributed to a specific cause, like starting a company or investing. | 9 | |
| 9494538895 | Sham doctrine | When a taxpayer tries to disguise a transaction and make it seem like something it's not ~ involving deceit ~ so the tax collector doesn't understand the true nature of the transaction [Stubart Investments Ltd] SCC by Justice Estey | 10 | |
| 9494808527 | Capital gains taxes [CGT] | Taxation on profit from the sale of a non-inventory asset that was greater than the amount realized on the sale. Usually sale of stocks, bonds, property, and precious metal. | 11 | |
| 9494841526 | Rollover provision | Allowing for the deferral of capital gains tax on the sale of a capital asset if the capital gain is reinvested within. | 12 | |
| 9495032966 | Winding up | Process of liquidating assets of corporation or partnership, settling accounts, paying debts, distributing remaining assets among shareholders or partners, and then dissolving the business. | 13 | |
| 9495226908 | Aggregate view of partnerships | As opposed to entities--divisible people or separate w/ a firm personality...? | 14 | |
| 9502539103 | Classes of Corporations [under Ontario Extra-Provincial Corporations Act] | Class 1 - province other than Ontario Class 2 - territory or federal corporation Class 3 - outside Canada | 15 | |
| 9502718402 | inter alia | among other things | 16 | |
| 9502735236 | Three-cornered amalgamation | When target company amalgamates with the subsidiary of a foreign buyer that was incorporated for the purpose of that amalgamation, from which resident shareholders receive exchangeable shares of the amalgamated company "which are exchangeable into the buyer." | 17 | |
| 9502929526 | Securities | Trade-able financial asset | 18 | |
| 9503059922 | Prospectus | Legal document providing information about an investment offering of sale to the public. | 19 | |
| 9503104228 | Closely-held corporation (CHC) | Limited number of shareholders, stock traded on occasion. | 20 | |
| 9503221401 | Fixed asset | Long-term tangible piece of property, plant, or equipment that a firm owns and uses to generate income not expected to be consumed or converted to cash within a year. Also known as capital assets. | 21 | |
| 9506014229 | Paid up capital | Amount received by a corporation from shareholders in exchange for shares of stocks. Created when company sells shares on the primary market, directly to investors. | 22 | |
| 9506041217 | Remit taxes | Send back. | 23 | |
| 9506481943 | Involuntary Creditor | 24 | ||
| 9506481944 | Voluntary Creditor | 25 | ||
| 9516584095 | Absolute prohibition on shares limited in time | May be valid if the time limit is reasonable + necessary in the circumstances with an ABSOLUTE cap at 5 years. | 26 | |
| 9516584096 | Consent restrictions on shares | No transfer is valid or effective until approved by directors or shareholders or both, or certain proportion of both. | 27 | |
| 9516603523 | Squeeze-out | Compulsory sale of shares of minority shareholders for which fair cash compensation is received (leaving the remaining shareholders in a position to dictate plan of merger). | 28 | |
| 9516669348 | First-option restrictions on shares | Must offer other shareholders shares @ specified price before selling to outside (other shareholders under no obligation to buy) | 29 | |
| 9516703206 | Special event restraints | At a special time or on the happening of a certain event one party offers shares to the others by a certain procedure and at a specified price. | 30 | |
| 9516738622 | Buy out restraint on shares contingent on death | Contingent on same events as special time or event buy-outs. But there is a binding requirement of other shareholders to buy shares. | 31 | |
| 9516742055 | Buy-sell agreement restraint on shares | Agreement between ALL shareholders that provides that on the death of a shareholder his executors must sell his shares to the remaining shareholders at a certain price and the shareholders must buy them. | 32 | |
| 9517258067 | Unanimous shareholder agreement | Requires restrictions on the powers of directors to manage or supervise management of business of corporation. | 33 | |
| 9518468061 | Breach of warranty for authority | 34 | ||
| 9518741976 | Ultra vires doctrine | Rule that one corporation, especially in memorandum jurisdiction, has no legal capacity to act in any way not specifically authorized by its incorporating documents. Can only act if it is within corporate powers. | 35 | |
| 9518957464 | Shell company | Inactive company used as a vehicle for financial maneuvers or kept dormant for future use. | 36 | |
| 9528107610 | Hedge fund | Limited partnership of investors using "high risk methods" (like investing on borrowed money) to produce large capital gains. | 37 |
Law250; Corporations Flashcards
Terms : Hide Images
| 14018063457 | limited liability | A form of business ownership in which the owners are liable only up to the amount of their individual investments. | 0 | |
| 14018066360 | C Corporation | The most common type of corporation, which is a legal business entity that offers limited liability to all of its owners, who are called stockholders | 1 | |
| 14018073770 | Corporation Taxation | Double tax (tax on the actual corporation and shareholders taxed on dividends) | 2 | |
| 14018176999 | domestic corporation | a corporation in the state in which it is incorporated | 3 | |
| 14018258538 | foreign corporation | a corporation in any state in which it does business except the one in which it is incorporated | 4 | |
| 14018263794 | Alien Corporation | one that is incorporated in a foreign country | 5 | |
| 14018267151 | public corporation | a corporation whose stock anyone may buy, sell, or trade | 6 | |
| 14018271903 | private corporation | a corporation owned by just one or a few people who are closely involved in managing the business | 7 | |
| 14018276958 | Non-Profit Corporation | a group of people who join to do some activity that benefits the public. | 8 | |
| 14018285338 | close corporation | a corporation that does not offer its shares of stock for public sale | 9 | |
| 14018293475 | S corporation | A unique government creation that looks like a corporation but is taxed like sole proprietorships and partnerships | 10 | |
| 14018306005 | Professional Corporation | form of ownership allowing professionals to take advantage of corporate benefits while granting them limited business liability and unlimited professional liability | 11 | |
| 14018313556 | Benefit Corporation (B Corp) | a profit-seeking corporation whose charter specifies a social or environmental goal that the company must pursue in addition to profit | 12 | |
| 14018350161 | S corporation Stocks | Domestic Only one class of stock. | 13 | |
| 14018392890 | S Corporation Affiliation | Must not be a member of affiliated group of corporations. | 14 | |
| 14018392891 | S Corporation Shareholders | No more than 100 shareholders. The shareholders must be individuals (and some trusts or estates). No Shareholder may be an alien. | 15 | |
| 14018417573 | Incorporation Procedures | 1. Select a state of incorporation 2. Secure the corporate name 3. Prepare the articles of incorporation 4. File the articles of incorporation with the secretary of state | 16 | |
| 14018453237 | articles of incorporation | 1. Name of the Corporation 2. Number of shares the corporation is authorized to issue 3. Name and Street address of the corporations initial registered agent and registered office 4. Name and Address of each incorporator | 17 | |
| 14018420519 | De Jure Corporation | Lawful corporation that has met the substantial elements of incorporation process | 18 | |
| 14018424776 | De Facto Corporation | Corporation that has not met the requirements of state incorporation statute, but courts recognize it as a corporation for most purposes to avoid unfairness to third parties who reasonably believed it was properly incorporated | 19 | |
| 14018432672 | Corporation by Estoppel | courts will not allow denial of existence of a corporation when a situation of some party's willingness to treat a person as a corporation occurs. | 20 | |
| 14018438920 | venture capital | Money that is invested in new or emerging companies that are perceived as having great profit potential | 21 | |
| 14018438921 | private equity capital | Funds invested by a private equity firm in an existing corporation, usually to purchase and reorganize it. | 22 | |
| 14018543618 | Crowdfunding | raising money for a project or venture by obtaining many small amounts of money from many people | 23 | |
| 14018551301 | ultra vires | A Latin term meaning "beyond the powers"; in corporate law, acts of a corporation that are beyond its express and implied powers to undertake. | 24 | |
| 14018564589 | remedies of ultra vires | Shareholders can seek an injunction from a court to stop the corporation, officers, and/directors. | 25 | |
| 14018586939 | factors that pierce the corporate veil | 1. Third part misled into dealing with a corporation rather than the individual. 2. Corporation never set up to make a profit 3. Corporation formed to evade an existing legal obligation. 4. Statutory formalities not followed 5. Commingling of personal and corporate interests/assets. | 26 | |
| 14018634122 | Alter Ego Theory | one method used by courts to pierce the corporate veil when a shareholder fails to treat the corporate organization as a separate legal entity | 27 | |
| 14018645188 | Election of Board of Directors | Terms are generally three years, often elected 1/3rd at a time so there is management continuity. | 28 | |
| 14018651509 | right to participation | directors are entitled to participate in all board of directors' meetings and have a right to be notified of these meetings | 29 | |
| 14018699329 | Right of Inspection | each director can access the corporation's books and records, facilities, and premises | 30 | |
| 14018707657 | right to indemnification | the right of a partner to be reimbursed for expenditures incurred on behalf of the partnership | 31 | |
| 14018728503 | Fiduciary Duty | a duty of care, loyalty, and good faith | 32 | |
| 14018745920 | Duty of Care | 1. Act in good faith 2. do for the best interests of the corporation. Business Judgement Rule 3. Make Informed Decisions 4. Dissent in minutes | 33 | |
| 14018775444 | Duty of Loyalty | a fiduciary duty owed by an agent not to act adversely to the interests of the principal | 34 | |
| 14018788921 | Liability of Directors and Officers | Personally liability for crimes and torts committed and for those committed by employees under their supervision | 35 | |
| 14018807110 | Shareholders' Powers | 1. Approving all fundamental changes to the corporation. 2. Amending articles of incorporation or bylaws. 3. Approval of mergers or acquisition. 4. Sale of all corporate assets or dissolution. 5. Shareholders also elect and remove the board of directors. | 36 | |
| 14018815350 | Shareholders voting | Corporation business matters are voted on requiring a quorum of at least 50% of shares to be present. Shareholder Voting Agreements are enforceable. | 37 | |
| 14018869475 | cumulative voting | a procedure in which a shareholder may cast all votes for one member of the board of directors, even if multiple seats are being voted for. | 38 | |
| 14018881768 | Illegal Dividends | Distributions paid when corporation is insolvent or from unauthorized accounts | 39 | |
| 14018885815 | Dividends | payments of cash from a corporation to its stockholders | 40 | |
| 14018890589 | derivative suit | A lawsuit filed by one or more shareholders of a corporation in the name of that corporation. This suit is brought to benefit the corporation directly and its shareholders indirectly. | 41 | |
| 14018914412 | Derivative Suit Requirements | 1. Written Demand to the corporation 2. Any damages awarded go to the corporation | 42 | |
| 14018938336 | Majority Shareholder duties | Fiduciary duty when they sell their shares because of the possibility of transfer of control | 43 |
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