Business Associations Outline

Agency Relationships

I. Formation

II. Termination

Power of Agent to Bind Principal

I. Actual Authority

II. Apparent Authority

III. Inherent Agency Power

Vicarious Liability of Principal for Acts of Agent

I. Contractual Liability

II. Liability of Third Party to Undisclosed P

III. Tort Liability

Fiduciary Duties Between Principal and Agent

I. Duties of Agent

II. Duties of Principal

Creation of Partnerships

I. Types of Partnerships

II. Formation

Power and Liability of Partners

I. General Partners (in GP and LP)

II. Limited Partners

III. Transfer of Titled Partnership Property

Rights of Partners Among Themselves

Dissolution

I. Dissociation

II. Dissolution

Special Rules Concerning Limited Partnerships

Formation of Organizations

I. Corporations

Pre-Organization Transactions

I. Promoter Liability

Piercing the Corporate Veil

I. General Principles

II. Application to Specific Entities

III. Consequences of Piercing the Veil

Financing the Organization

I. Sources of Finance

Management and Control

I. Board of Directors

II. Officers

III. Shareholders

Fiduciary Duties

I. Duty of Care

II. Duty of Loyalty

III. Duties in LLCs

IV. Remedies for Breach of Fiduciary Duties

Close Corporations and Special Control Devices

I. Characteristics of Close Corporations

II. Special Control Devices

Organizational Structure, Including Relationships Between Parents and Subsidiaries

I. Parent-Subsidiary Relationships

II. Mergers and Acquisitions

Shareholder and Member Litigation: Direct, Derivative, and Class Litigation

I. Direct Actions

II. Derivative Actions

III. Class Actions

IV. Shareholder Litigation in LLCs


Revision #2
Created 17 January 2025 17:22:04 by Ekospirit
Updated 17 January 2025 17:31:43 by Ekospirit