1. Whether in Bankruptcy court or in a collection proceeding in state

court, a debtor has certain property that the laws recognizes as exempt from execution.

2. Under Washington a debtor has a $125,000 homestead exemption, which means that up to $125,000 in equity may not be seized by creditors.
3. The law also permits small exemption for clothing, jewelry, personal items, an automobile ($3500), and tools of the trade.
4. Bankruptcy is a federal law designed to give a fresh start to debtors who have become overwhelmed by financial problems and to provide a fair means for distributing a creditors assets among all creditors.
5. Under the Bankruptcy, a chapter VII proceeding is a liquidation, or straight bankruptcy proceeding.
6. While chapter XI plans for reorganization of debts are generally filed by corporations or other business entities, individual debtors may file reorganization petitions as well.
7. Once a debtor files a Bankruptcy petition, the court appoints a trustee to review the petition, inventory all of the assets, and then report to the court with recommendations for disposition of the debtors assets.
8. In addition to liquidation and reorganization, debtors may also file petitions for adjustment of debts for a person with regular income, under chapter XIII, and a family farmer may file a petition to adjust debts under chapter XII.
9. Upon completion of a Bankruptcy case, once the debts are adjusted, and property is turned over to creditors, the debtor obtains a discharge of his/her debts. A person may not obtain a discharge in bankruptcy if they have previously obtained a discharge within eight years.
10. Although Bankruptcy is a federal proceeding, the laws on exemptions to which the debtor is entitled vary from state to state.
11. Bankruptcy judges, unlike federal judges are not appointed to the bench for life. Rather, they are appointed to the bench for a term of years.
12. A trustees power of avoidance enables him/her to set aside certain sales or transfers of the debtors property.
13. Be familiar with: the Automatic stay provision, debtor in possession, reaffirmation agreement.
14. Agency is a relationship between two parties whereby one party (the agent) agrees to act on behalf of the other (the principal).
15. Agents are fiduciaries of their principals.
16. In a standard principal-agent relationship, the principal has the right to control the actions of the agent.
17. Be able to define: employee, independent contractor.
18. Agency relationships are consensual in nature.
19. Agency relationships are created by express consent (oral or written) or implied from conduct. They can also be formed by ratification, by estoppel, or by operation of law.
20. An agent owes his or her principal a duty to act in good faith.
21. Generally, principals are liable for the agents negligence if the agents acts result from the principals negligence or the principals authorization of the agents conduct.
22. An employer is liable for the torts or negligence of an employee if the acts were committed in the scope and course of employment.
23. An employer is generally not liable for the torts or negligence of an independent contractor.
24. What is a sole proprietorship? What are the advantages/ disadvantages of a sole proprietorship?
25. What are the rights, responsibilities and liabilities of a general partner? Of a limited partner?
26. A partnership can be formed by oral agreement. When there is a written agreement, it often covers issues like management of the partnership and perpetuity of existence of the partnership.
27. Know the definition of a Limited Liability Company(LLC). Note: under Washington law, one member may form an LLC.
28. In the typical LLC, articles of organization are filed with the state. Members sign an operating agreement. LLCs are either member managed or manager managed. In the absence of a specific agreement, all members are authorized to participate in the management of the LLC.
29. LLCs originated quite recently in this country. Wyoming was the first state to recognize the legality of an LLC, passing its law in 1977.
30. What are some of the changes/reforms brought about by the Revised Model Business Corporation Act? Note: Washington has adopted the Revised Model Business Corporation Act.
31. What is an S corporation? Define the double taxation feature of corporation.
32. Define common stock; preferred stock, bonds.
33. Under what circumstances can the corporate identity be disregarded by a court?
34. Define: director, officer, shareholder, board of directors. How does the board of directors conduct business?
35. Who appoints members of the board of directors upon the formation of the corporation? Thereafter, who appoints the directors?
36. What is the Business Judgment Rule?
37. Define: domestic corporation, foreign corporation, alien corporation, close corporation.
38. Delaware is generally regarded as the state with laws that are friendliest to businesses and corporations. Therefore, a great many corporations are domiciled in Delaware, even though their main offices are in another state.
39. The requirements of a quorum both for shareholder voting and meetings of the board of directors are relaxed under the Revised Model Business Corporation Act.
40. .Definitions: Shareholders Derivative suit; proxies, shareholders rights to voting lists, to inspect the corporate books, cumulative voting, dividends, liability of directors for illegal dividends
41. The Securities Act of 1933 requires that, before a security is publicly traded, provided it is not exempt, the issuing corporation must file a registration statement with the SEC.
42. The registration statement must describe the security being offered for sale, and the corporation must describe its business and holdings, and explain how it intends to use the proceeds of the sale of the stock. The registration statement describes the management of the corporation, provides a financial statement from an independent accounting firm and lists pending lawsuits.
43. The Securities Exchange Act of 1934 regulates the sale of securities beyond the initial offering. Section 10(b) of the act outlaws deceptive and manipulative practices. Pursuant to this section, the SEC has promulgated rule 10b-5.
44. One of the most important areas of 10(b) and 10b-5 enforcement involves insider trading. Be able to define insider trading, together with the disclosure requirements under rule 10b-5.
45. The Securities Exchange Act of 1934 provides for both civil and criminal penalties for violations of rules 10(b) and 10b-5.