16. Explain the concepts of double taxation and piercing the corporate veil and then tell me four rights that shareholders have under state law.

Double taxation___________________________________________________________________________

Piercing a corporate veil____________________________________________________________________

Rights of shareholders_______________________________________________________________________

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17. Tell me what the business judgment rule is - as it applies to corporate directors. What must a director do to get the benefit of the business judgment rule?

________________________________________________________________________________________

________________________________________________________________________________________

18. What is employment at will? Discuss at least two exceptions to the employment at will doctrine.

______________________________________________________________________________________

______________________________________________________________________________________

19. List the 5 primary requirements of the Fair Labor Standards Act, and tell me the factors that help determine whether a person is an "employee" or "independent contractor".

5 requirements of the FLSA

Factors to determine whether Employee or Independent Contractor

20. List at least 4 primary requirements imposed by the IRS on employers. (What things are employers required to do to satisfy their obligations to the IRS?)

21. How can businesses protect the assets of sole proprietors, and partners? Give at least three strategies.

22. Name 3 federal agencies involved in Consumer Protection and the primary mission of each.

23. Name 3 things that debt collectors can not do without violating the Fair Debt Collection Practices Act.

24. Harry has two houses, a house on the lake and a house in town. Rebecca wants to buy the house on the lake. Harry and Rebecca orally agree that Rebecca will buy the house on the lake for $300,000. Harry hurriedly writes out a contract providing that he would sell "his house" to Rebecca for $300,000 and Harry signs the top of the document. Rebecca does not sign at all. Harry backs out of the contract, and Rebecca sues him. He tells the judge that the statute of frauds is left unsatisfied because he did not sign the document at the end, and also because Rebecca did not sign at all.

Is there a valid agreement?

Why or why not?

If there is a lawsuit, can Harry testify that Rebecca said she really did not want to buy the house at the time he signed the deal? Make sure to answer each question.

25. Harry also is a furniture dealer in town. Harry calls up another merchant and says he will sell 35 dressers for the standard price and the other merchant Sam says you have a deal. The last standard price was $50 each. Harry then sends an email to Sam confirming what he just said, and said the items will be sent in three months. Sam promptly responds and says he needs them in two weeks and must have them then. Harry emails and says we have a deal and if you want them in two weeks, the price will be $55. The other merchant yells and says no way. The other merchant emails Harry to say No way again. Presume a reasonable time for shipment in the industry in 3-4 weeks. Harry reads Section 2-207 of the UCC which says:

(1) A definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made conditional on assent to the additional or different terms.

(2) The additional terms are to be construed as proposals for addition to the contract (Links to an external site.)Links to an external site.. Between merchants (Links to an external site.)Links to an external site. such terms become part of the contract unless:

(a) the offer expressly limits acceptance to the terms of the offer;

(b) they materially alter it; or

(c) notification of objection to them has already been given or is given within a reasonable time after notice of them is received.

(3) Conduct by both parties which recognizes the existence of a contract (Links to an external site.)Links to an external site. is sufficient to establish a contract for sale (Links to an external site.)Links to an external site. although the writings of the parties do not otherwise establish a contract. In such case the terms of the particular contract consist of those terms on which the writings of the parties agree, together with any supplementary terms incorporated under any other provisions of this Act.

A. Is there a deal? (Tell me why)

B. When Harry said the units would be shipped in 3 months, what was Harry doing?

C. What is the likely price of the dresser?

D. If Harry ships them in 2 weeks, can he bill them at $55?