- This Subject Outline allows you to search for terms of art that correspond to topics you are studying to find related CALI Lessons.
- The Business Associations Index lists all CALI lessons covering Business Associations.
- The Corporations Index lists all CALI lessons covering Corporations.
Subject Outline
- Agency
- What is an agency?
- Defined
- Relation between parties
- Agency as distinguished from things that look like agency
- Creation
- Agreement
- Estoppel ("ostensible agency")
- Termination
- Termination by act or law
- Irrevocable agency
- Defined
- Agent & Principal: Duties
- Duties of the agent
- Duties of the principal
- Liability of principal to third parties
Authority: Actual, Apparent, and Inherent (BA01)- Authority of the agent: actual, apparent and ostensible
- Scope of agent's authority
- Termination of agent's authority
- Agent's inherent powers
- Imputed knowledge of the agent to the principal
- Ratification
- Disclosed vs. undisclosed principals
- Master-Servant relationship
- Respondeat Superior
- Scope of employment
- Independent contractors
- Intentional Torts
- Liability of agent to third parties
- Warranty of authority
- For agent's contracts
- For agent's torts
- Liability of third person to:
- Agent
- Principal
- What is an agency?
- Partnership
- What is a partnership?
- Relation between parties
- Partnerships as distinguished from things that look like partnerships
- Introduction to UPA & RUPA
- Key aspects of partnership: entity vs. aggregate
- Creating a partnership
- Formation by contract
- Formation by estoppel
- Partnership property
- Distinguishing partnership vs. individual partner property
- Holding title to property
- Rights of partners to partnership property
- Powers of partners
- Express authority
- Implied authority
- Apparent authority
- Rights of partners
- Duties of partners
- Fiduciary
- UPA duties of partners to each other
- Liabilities of partners
- Torts
- Liability to creditors
- Authority of partners to bind the partnership
- Dissolution/Dissociation
- Causes for dissolution
- RUPA Dissociation
- Winding up - Distribution of Partnership Assets
- Rights of partners
- Limited Liability Partnership
- What is a partnership?
- Limited Partnerships
- What is a limited partnership?
- Introduction to ULPA & RULPA
- Parties in a limited partnership
- General partner - Rights, Liabilities
- Limited partner - Contribution, Rights, Liabilities
- Adding to general or limited partners
- Departure of a general or limited partner
- Creating a limited partnership
- Dissolution & Distribution
- RULPA
- ULPA
- Limited Liability Limited Partnerships (LLLPs)
- What is a limited partnership?
- Limited Liability Companies (LLCs)
- Entity Selection/Introduction to LLCs (BA11)
- What is an LLC?
- Defined (including brief reference to tax and SEC aspects of an LLC
- Creating an LLC
- Membership certificates
- Members in an LLC
- Duties owed by members
- Managing members
- Liability of members
- Members share of profits & losses
- Contributions of members
- Termination (Dissolution)
- What is an LLC?
- Corporations (excluding SEC related topics)
- What is a corporation?
- Defined & distinguished from other forms of business associations
- Classifying corporations
- De jure
- De facto
- Estoppel
- Private, public, NFP, close
- Domestic, foreign
- Formation
- Mechanics of Incorporation and Defective Incorporation (CORP22)
- Mechanics of forming a corporation
- Problems of defective incorporation
- Piercing the corporate veil
- Stocks
- Classification of shares & valuation
- Kinds of stock
- Issuance of shares
- Dividends
- Paying for equity shares
- Type of consideration
- Amount of consideration
- Preemptive rights
- Powers
- Ultra vires doctrine (then and now)
- Directors powers
- Officers
- Director's Conflicting Interest Transactions
- Judicial Review of Director's Conflicting Interest Transaction
- Shareholders
- Rights of shareholders - (inspection, overview of rights of shareholders)
- Shareholder suits
- Shareholder Agreements - RMBCA sec. 7.32
- Voting
- Straight vs. cumulative
- General Principals
- Duty of care -- RMBCA
- "Garden Variety" Business Judgment Rule
- The Business Judgment Rule (CORP08)
- Delaware Business Judgment Doctrine
- Business Judgment Rule in Shareholder Derivative Litigation
- Duty of loyalty
- "Corporate opportunity" doctrine
- Controlling blocks & sale of control
- Proxy Solicitation
- Changes to the corporation
- Voting and Appraisal
- Changes to Corporation
- Termination
- Closely held corporations
- Defined
- Stocks & transfer limits
- Voting & quorum requirements
- Directors and limits
- Dissolution
- What is a corporation?
- Related Securities Rules
- SEC 16(b)
- Introduction to Federal Securities Law
- Related Topics to Corporations and Business Organizations
- Valuation
- Capital Asset Pricing Model
Has a Partnership Formed? Podcast (BA08P)