MGMT 200 Tod Bergstrom Final || 100% PASSED
ANSWERS.
Considerations for choosing BUSINESS ENTITIES correct answers -TAXES: different
entities have different tax structures
-PERSONAL LIABILITY: possibility of losing personal assets to pay business debts
SOLE PROPRIETORSHIP correct answers -1 person
-No separate legal entity
-Majority of U.S. businesses
-No double tax
-Unlimited personal liability
PARTNERSHIPS correct answers -Distinct legal entity
-Limited partners get limited liability
-General partners have unlimited liability
-No double tax; acts as a follow-through entity
LIMITED LIABILITY COMPANY (LLC) correct answers -Basically a construct under state
law that gives partners in partnerships limited liability
FRANCHISE correct answers -Franchiser allows franchisee to use their Trademark/Business
Model
-Not liable for actions of franchisee unless they exert too much control (respondeat superior)
CORPORATION correct answers -Public v. Closely Held
-"Corporations are people too"
-Separate legal entities-- no shareholder liability
-Subject to double tax
-BUSINESS JUDGMENT RULE
BUSINESS JUDGMENT RULE correct answers honest mistakes or poor guesses do not
create liability for management or Board of Directors
Piercing the "CORPORATE VEIL" correct answers -One of the benefits of the corporate
form is that it provides limited liability for owners
-In order to get personal assets of shareholder creditors must prove:
1. S/H completely controls business, "unity of ownership and interest"
2. This control was used to perpetuate fraud or other wrong, "wrongful conduct"
3. The control and conduct was the proximate cause of the injury
S-CORPORATIONS correct answers -A version of corporate form
-Still a corporation under law (limited liability) but a pass-through entity for tax purposes
(eliminates double tax)
Must meet specific limitations to qualify:
1. Less than 100 shareholders
2. Must be owned by real people (U.S. Citizens)
PROFESSIONAL COPORATIONS correct answers -For professionals
, -Liability is limited to your own malpractice although you may be personally liable for your
own actions, you won't be held liable for the actions of a partner
BENEFIT CORPORATION correct answers -A corporation with added duty to a certain
cause (e.g. the environment)
TORTS correct answers a private wrong (other than breach of contract) committed by one
person, business, entity or association that injures another person, business, entity or
association on their property for which law allows the legal remedy of monetary damages
GOALS OF TORT LAW correct answers -Compensate the innocent party- put back in the
same position you were before
-In some cases, to a lesser extent, defer similar conduct by the defendant or others -
PUNITIVE DAMAGES
3 TYPES OF TORT correct answers 1. INTENTIONAL
2. NEGLIGENCE
3. STRICT LIABILITY
INTENTIONAL TORT correct answers when 1 person intentionally injures another
(occasionally but not always a crime)
TORTS BASED ON NEGLIGENCE correct answers -Most common torts
-Violation of a statute (negligence per se) criminal or civil is proof of negligence (negligence
is proven for you in the criminal case, the only question is how much money you are owed)
-1 person acts careless and inadvertently causes injury to another
-Failure to do something a reasonable person would or doing something a reasonable person
would not
STRICT LIABILITY correct answers -Includes product liability
-Fact of the injury means that somebody has done something wrong
-Difficult to demonstrate manufacturer's did not use reasonable care
-Manufacturer is liable to consumers injured by defective products regardless of negligence
-Applied on existence of a warranty-- manufacturer's assurance that a product will meet
certain quality and performance standards (expressed or implied)
CLASS ACTION correct answers large groups of injured persons, with the same facts and
circumstances, can all sue in a single lawsuit rather than all filing individually
JOINT TORTFEASORS correct answers more than one party could/is responsible, you can
sue as many people as you can (e.g. GM and airbag manufacturer)
NEGLIGENT TORTS ELEMENTS OF LAWSUIT (plaintiff must prove) correct answers 1.
Defendant OWED A DUTY OF CARE to injured person (reasonable person)
2. Defendant BREACHED DUTY OF CARE through UNREASONABLE CONDUCT- an
ACT or OMISSION
3. Defendant's action or omission use both the ACTUAL & PROXIMATE CAUSE
4. Injury justifies an award of damages, some real economic loss, no social policy that holds
the defendant not liable
ANSWERS.
Considerations for choosing BUSINESS ENTITIES correct answers -TAXES: different
entities have different tax structures
-PERSONAL LIABILITY: possibility of losing personal assets to pay business debts
SOLE PROPRIETORSHIP correct answers -1 person
-No separate legal entity
-Majority of U.S. businesses
-No double tax
-Unlimited personal liability
PARTNERSHIPS correct answers -Distinct legal entity
-Limited partners get limited liability
-General partners have unlimited liability
-No double tax; acts as a follow-through entity
LIMITED LIABILITY COMPANY (LLC) correct answers -Basically a construct under state
law that gives partners in partnerships limited liability
FRANCHISE correct answers -Franchiser allows franchisee to use their Trademark/Business
Model
-Not liable for actions of franchisee unless they exert too much control (respondeat superior)
CORPORATION correct answers -Public v. Closely Held
-"Corporations are people too"
-Separate legal entities-- no shareholder liability
-Subject to double tax
-BUSINESS JUDGMENT RULE
BUSINESS JUDGMENT RULE correct answers honest mistakes or poor guesses do not
create liability for management or Board of Directors
Piercing the "CORPORATE VEIL" correct answers -One of the benefits of the corporate
form is that it provides limited liability for owners
-In order to get personal assets of shareholder creditors must prove:
1. S/H completely controls business, "unity of ownership and interest"
2. This control was used to perpetuate fraud or other wrong, "wrongful conduct"
3. The control and conduct was the proximate cause of the injury
S-CORPORATIONS correct answers -A version of corporate form
-Still a corporation under law (limited liability) but a pass-through entity for tax purposes
(eliminates double tax)
Must meet specific limitations to qualify:
1. Less than 100 shareholders
2. Must be owned by real people (U.S. Citizens)
PROFESSIONAL COPORATIONS correct answers -For professionals
, -Liability is limited to your own malpractice although you may be personally liable for your
own actions, you won't be held liable for the actions of a partner
BENEFIT CORPORATION correct answers -A corporation with added duty to a certain
cause (e.g. the environment)
TORTS correct answers a private wrong (other than breach of contract) committed by one
person, business, entity or association that injures another person, business, entity or
association on their property for which law allows the legal remedy of monetary damages
GOALS OF TORT LAW correct answers -Compensate the innocent party- put back in the
same position you were before
-In some cases, to a lesser extent, defer similar conduct by the defendant or others -
PUNITIVE DAMAGES
3 TYPES OF TORT correct answers 1. INTENTIONAL
2. NEGLIGENCE
3. STRICT LIABILITY
INTENTIONAL TORT correct answers when 1 person intentionally injures another
(occasionally but not always a crime)
TORTS BASED ON NEGLIGENCE correct answers -Most common torts
-Violation of a statute (negligence per se) criminal or civil is proof of negligence (negligence
is proven for you in the criminal case, the only question is how much money you are owed)
-1 person acts careless and inadvertently causes injury to another
-Failure to do something a reasonable person would or doing something a reasonable person
would not
STRICT LIABILITY correct answers -Includes product liability
-Fact of the injury means that somebody has done something wrong
-Difficult to demonstrate manufacturer's did not use reasonable care
-Manufacturer is liable to consumers injured by defective products regardless of negligence
-Applied on existence of a warranty-- manufacturer's assurance that a product will meet
certain quality and performance standards (expressed or implied)
CLASS ACTION correct answers large groups of injured persons, with the same facts and
circumstances, can all sue in a single lawsuit rather than all filing individually
JOINT TORTFEASORS correct answers more than one party could/is responsible, you can
sue as many people as you can (e.g. GM and airbag manufacturer)
NEGLIGENT TORTS ELEMENTS OF LAWSUIT (plaintiff must prove) correct answers 1.
Defendant OWED A DUTY OF CARE to injured person (reasonable person)
2. Defendant BREACHED DUTY OF CARE through UNREASONABLE CONDUCT- an
ACT or OMISSION
3. Defendant's action or omission use both the ACTUAL & PROXIMATE CAUSE
4. Injury justifies an award of damages, some real economic loss, no social policy that holds
the defendant not liable
