Describe the four steps by which a merger or consolidation takes place.
> What are the two principal types of damages recoverable on a breach of contract?
> A discharged debt is not treated as taxable income. If it were, how would a debtor’s situation be different?
> What sort of defenses may an insurance company raise against payment on a claim?
> What information must be provided by one who is applying for an insurance policy?
> In what circumstances may an insurer cancel a policy?
> How is the effective date of an insurance policy usually determined?
> Who may be insured by a key-person insurance policy?
> Can anyone claim to have an insurable interest in a particular person or property?
> Discuss the concept of risk pooling.
> What is insurance?
> Do the automatic stay rules apply in Chapter 13 cases?
> What are three ways in which performance of a contract may become impossible in an objective sense?
> Can a Chapter 13 proceeding be initiated by involuntary petition?
> Who is eligible for relief under Chapter 13?
> In evaluating a debtor’s petition, what factors should be part of a good faith analysis? Should consideration of the calculation of disposable income play a role? Why or why not?
> What is the essential difference between bankruptcy under Chapter 7 and bankruptcy under Chapter 11?
> How are secured debts handled in a bankruptcy proceeding?
> What powers does a trustee have?
> Who can use Chapter 7?
> Can a mortgage be obtained legally at a favorable interest rate without many of the restrictions and much of the paperwork that attends the formal lending process?
> How does a short sale work?
> Were the changes to the Bankruptcy Code enacted in 2005 a factor in causing the recent recession?
> What is a statute of limitations?
> How might a borrower protect against falling victim to a dishonest lender or a mortgage scam?
> Should the federal government regulate the advertising of real property and mortgages on the Internet to protect consumers from potential fraud? If so, what kind of regulations would be appropriate, and how might they be enforced?
> What is Regulation Z, and to what type of transactions does it apply?
> Does the Truth-in-Lending Act adequately balance the interests of creditors and debtors? Why or why not?
> How might a notice of default and foreclosure actually benefit a debtor?
> Why do states require strict compliance with the provisions of their foreclosure laws, such as the requirement in this case that the lender own the note at the time of the complaint?
> What is the usual method of mortgage foreclosure?
> What are the differences between contracts of suretyship and guaranty contracts?
> How does garnishment work?
> How does a writ of execution work?
> How can mutual rescission take place?
> How does a mechanic’s lien work?
> What happens when a secured party claims a security interest in collateral that has been sold by the debtor?
> What happens when two secured parties claim security interests in the same collateral?
> What happens when a secured party and an unsecured party claim security interests in the same collateral?
> What is perfection?
> How is an interest in proceeds perfected?
> What is required for an enforceable security interest?
> What is the poison pill defense?
> When is a corporation that purchases the assets of another corporation normally responsible for the liabilities of the selling corporation?
> What is a self-tender?
> What are two ways in which performance of a contract can be accomplished?
> What is a tender offer?
> What sorts of corporate actions require the approval of both the board of directors and the shareholders?
> What is an appraisal right?
> What is a short-form merger?
> 1. What advantages is a company likely to realize from a merger? 2. What is a possible disadvantage of a merger?
> What is the difference between a merger and a consolidation?
> How do the bad acts of corporate directors and officers who attempt to advance their own interests at the expense of the shareholders impact corporate governance?
> If a group of shareholders perceives that the corporation has suffered a wrong and the directors refuse to take action, can the shareholders compel the directors to act? If so, how?
> What policy reasons support the application of lower, instead of higher, quorum requirements?
> What is the most common way to terminate, or discharge, a contract?
> Are directors entitled to be indemnified for any legal costs they incur in defending suits against the corporation?
> Why do courts in their application of the business judgment rule give significant deference (weight) to the decisions of corporate directors and officers?
> What sort of legal protection is offered to directors and officers by the business judgment rule?
> What actions must a director or officer take to avoid liability when a corporation enters into a contract or engages in a transaction in which an officer or director has a material interest?
> What are the most common situations in which directors allegedly violate their duty of loyalty?
> Why is the liability of a corporation limited with respect to its agents’ and officers’ torts to those committed within the course and scope of employment?
> Why is it incorrect to characterize a director as either an agent or a trustee of a corporation?
> What are the limits on the shareholder’s right to inspect corporate records and books?
> How does cumulative voting work?
> What are some of the more important powers that may be exercised by shareholders?
> How might social media raise ethical questions with respect to business hiring decisions?
> How are securities laws being applied in the online environment?
> What information must be included in a registration statement prior to a security being offered to the public?
> What is the doctrine of ultra vires?
> How does a court decide whether it may exercise jurisdiction over a foreign or alien corporation?
> What steps must a foreign corporation take to qualify to do business in a state?
> What are some of the ways in which a corporation or its shareholders can restrict the transferability of shares?
> How is corporate income double-taxed?
> What is the difference between a limited liability company (LLC) and a limited liability partnership (LLP)?
> What are the primary functions of general and limited partners in a limited partnership?
> Can the partnership undertake new obligations after it has been dissolved?
> When the terms of a written contract are ambiguous, how can the meaning of the terms be shown?
> Which aspects of a business’s operation do the rules, orders, and decisions of administrative agencies affect?
> When may a partner withdraw from a partnership?
> When will majority rule not govern decisions connected with partnership business?
> How is partnership liability paid out when a judgment is rendered against the partnership?
> What are the three essential elements necessary (but not necessarily sufficient) to form a partnership?
> What is the difference between a general partnership and a limited partnership?
> Why are LLCs and partnerships attractive to businesspersons?
> Why might the members of an LLC (or the participants in any forms of business organization discussed in this chapter) prefer to put the terms of their operating agreement in writing?
> How is it possible for jurors and judges to overcome their own prejudices in deciding cases in which gender or another protected trait plays a key role?
> What does the Americans with Disabilities Act require?
> What does the Age Discrimination in Employment Act prohibit?
> What factors indicate that a third party beneficiary to a contract is an intended beneficiary rather than an incidental beneficiary?
> What is sexual harassment and under what circumstances might an employer be liable?
> What are some defenses available in employment discrimination cases?
> What is disparate-impact discrimination and how is it proved?
> What is disparate-treatment discrimination and how is it proved?
> What does the Equal Employment Opportunity Commission do?
> Equal employment opportunity is not a universal policy, and some countries restrict the role of women in employment. Should a U.S. firm doing business is those countries respect this position?
> In the context of employment, what does Title VII of the Civil Rights Act of 1964 prohibit?
> What were the purposes behind the adoption of the National Labor Relations Act?
> Is penalizing employers the best approach to take in attempting to curb illegal immigration?
> Why should immigration be restricted?
> When does a third party have contractual rights?
