BLAW Exam 4 - Business Law and Foundations

Vocabulary practice flashcards covering Business Law topics including Partnerships, LLCs, Corporations, and Philosophical Foundations from Exam 4 notes.

Partnership

An association of 2 or more persons to carry on as co-owners a business for profit; it is informal, consensual, fiduciary, and formed by express or implied agreement.

Partnership by Estoppel

A legal concept where the law recognizes actions and conduct as creating partnership liability, giving an ostensible partner apparent authority.

Ostensible Partnership

A situation where a person represents a non-partner as a member of the partnership, conferring apparent authority on that individual.

Tenancy in Partnership

The ownership rule stating that property belongs to the partnership entity rather than individual partners, preventing personal creditors from seizing partnership assets.

Charging Order

A court order issued on behalf of a creditor bank against a partner's interest, designed to keep money inside the partnership structure while securing debt.

Fiduciary Duties of Partners

Mandatory legal obligations owed by all partners regardless of partnership type, consisting of loyalty, due care, good faith, and fair dealing.

Phases of Partnership Dissolution

The three-stage process ending a partnership: dissolution (event), winding up (process), and termination (event).

Fides Quaerens Intellectum

A Latin theological phrase defined as 'faith seeking understanding'.

Schumacher's Levels of Being

A philosophical hierarchy attributed to Aquinas comprising Matter ($M$), Matter + Animate ($M+X$), Matter + Animate + Conscious ($M+X+Y$), and Matter + Animate + Conscious + Self-Awareness ($M+X+Y+Z$).

Fides et Ratio

Faith and reason, emphasizing that the unity of truth is a fundamental premise of human reasoning and that the desire for truth drives human experience.

Thomistic Epistemology

A framework stating that the rational human intellect acquires knowledge from three distinct sources: Reason (logic), Experience (senses), and Revelation.

Jesus as Logos

The theological concept of the Word of God (divine reason and creative order) incarnate in Jesus Christ.

Ex Corde Ecclesiae

A Latin phrase meaning 'out of the heart of the church'.

Twin Purposes of the University

The distinct educational aims consisting of liberal arts (immanent) and utilitarian arts (transitive, teaching how to make a living), alongside fine arts (transitive).

Traditional Structure of Catholic Education

A historical curriculum structure comprising the Trivium (grammar, logic, rhetoric), Quadrivium (math, geometry, music, astronomy), Philosophy (metaphysics), and Theology.

Limited Partnership

A hybrid business organization formed by filing a certificate with the state, requiring at least 1 general partner and 1 limited partner.

General Partner

A member of a limited partnership who manages operations and bears unlimited personal liability.

Limited Partner

An investor in a limited partnership whose personal financial liability is limited strictly to their capital contribution.

Safe Harbor

A legal protection enabling a limited partner to perform specific actions without incurring general liability or losing limited liability status.

Limited Liability Company (LLC)

A statutory hybrid business organization providing owners with limited personal liability while maintaining pass-through partnership taxation.

LLC Articles of Organization

The official document filed with the Secretary of State by one or more members to create a Limited Liability Company.

Operating Agreement

The internal document and operating system through which a Limited Liability Company governs its internal affairs.

Corporation

A legal entity created under legislative authorization that is treated as a non-natural person with rights separate from its shareholders.

De Jure Corporation

A corporate entity that has fully complied with all statutory filing requirements and holds legal status to conduct business.

De Facto Corporation

A corporation that made minor non-fatal errors during statutory filing but substantially complied, maintaining recognized legal status.

Corporation by Estoppel

An entity that failed to achieve legal corporate status due to severe filing deficiencies, but is treated as a corporation to prevent unfairness.

Promoter

An entry-level agent or investor who assists in founding a corporation by recruiting early investors to purchase stock.

Incorporator

The individual who executes and signs the formal articles of incorporation submitted to the Secretary of State.

Foreign Corporation

A corporation conducting business in a state other than the state in which it was incorporated, requiring a certificate of authority.

Closely Held Corporation

A corporation, often a family business, in which the owners, officers, and directors are the exact same individuals.

S Corporation

A corporation with 100 or fewer shareholders and one class of stock that elects partnership taxation to avoid double taxation at the entity level.

Corporate Bylaws

The internal rules and regulations adopted by a corporation to govern its internal management and operations.

Ultra Vires

A legal term meaning 'beyond powers', referring to corporate actions taken outside the scope of authority granted by law or charter.

Corporate Merger

A combination of corporations where one absorbing entity continues while the other dissolves, expressed as $A+B \rightarrow Ab$.

Corporate Consolidation

A transaction where two distinct companies join together to form an entirely new entity, expressed as $A+B \rightarrow C$.

Corporate Asset Sale

A transaction where an acquiring firm purchases corporate assets at fair value without acquiring the selling firm's liabilities, expressed as $A+B \rightarrow A$.

Rights of Common Shareholders

The fundamental legal rights held by common stock owners: to vote, to receive dividends, and to inspect corporate books at reasonable times.

Par Value

The minimum acquisition price designated for a share of stock.