Exam 2 Bus Law

Commerce Clause

says the gov can regulate commerce in:

• foreign nations

• interstate commerce

• Native american tribes.

Enumerated Powers

the gov.’s power to regulate commerce, taxation, and military

Indemnification

the right to be reimbursed for expenditures incurred on behalf of the organization.

LLC - Limited Liability Company 

has limited personal liability for owners like a corp. and has flow through taxiation like a sole proprietorship. 

LLP - Limited Liability Partnership

• limited to professionals (law firms, doctors offices…)

• limited liability for all partners

Personal Guarantee

basically a co-sign on a loan

Substansive Due Process

• laws must be clear on their face

• and not broad in scope

Procedural Due Process

• notice

• proper hearing

Supremacy Clause 

establishes the constitution and the fed. laws as the supreme law of the land

Takings Clause

says the gov. may take private property for public use as long as they provide the owner just compensation.

Federalism

Shared power

Enumerated/Delagated Powers

• coin money

• regulate commerce

• regulate foreign affairs

Three Branches of Government

• Legislative

  • makes laws

  • Includes the Senate and House of Representative

• Judicial

  • interprets laws

• Executive

  • enforces laws

Supremacy Clause

says that the constitution and federal laws are the supreme law of the land 

Preemption

says that federal law takes precedence over state law in the case that they conflict and you cannot comply with both laws

Why would a business or industry want to be regulated?

• bc it creates a barrier to entry

• bc it protects them from personal liability

Three Types of Speech

Protected Speech

• most speech

Limited Protection Speech

• offensive speech

• commercial speech

Unprotected Speech

• child pornography

• defamation

• revolutionary overthrow

• dangerous speech

Types of Constitutional Restrictions on Speech 

• manner 

• time 

• place 

• *cannot be discriminatory in nature

Due Process Clause

Substantive Due Process

• be clear on its face

• not be broad in scope

Procedural Due Process

• proper notice

• proper hearing 

Thre things the gov. cant take away without due process:

1. life

2. liberty

3. property

Types of Corporate Dissolution

• Voluntary Dissolution

• Involuntary Dissolution

  • Administrative

  • Judicial

Corporate Voluntary Dissolution Steps

• articles of dissolution

• winding up

• articles of termination

Types of Involuntary Corporate Dissolution

Administrative

• failure to file annual report

Judicial

• a decisional disagreement deadlock

When can piercing the corporate veil happen?

1. when the corp. is formed without sufficient capitol

2. when there is no true separation between corp and shareholders

Evidence of no true separation:

• co-mingling of funds

• no meetings or formalities

• no record keeping

Business Judgment Rule 

Protects directors and officers from liability for honest mistakes of judgment

Member Managed LLC vs. Manager Managed LLC

Member: 

• all owners (members) participate in the daily operations and decision-making

Manager: 

• some members or even outside managers are responsible for management, allowing other members to be passive investors