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PRL 101 lecture slides, April 14, 2011
 

PRL 101 lecture slides, April 14, 2011

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Lecture slides from class, April 14.

Lecture slides from class, April 14.

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    PRL 101 lecture slides, April 14, 2011 PRL 101 lecture slides, April 14, 2011 Presentation Transcript

    • "Well, he can make somebodys will so airtight cant anybody meddle with it.― --Harper Lee
    • Will drafting• Written now, effective later • What happens if circumstances change? • Balance specificity and generality• Subject to contest • Original matters! • Avoid appearance of tampering • Self-proving affidavit • Ala. Code §43-8-132• Don’t staple—we’ll do so in class
    • Business Organizations• Organizational structures
    • Sole proprietorship• Easy/inexpensive to form• Single taxation• Few formalities• Limited capital• Limited lifespan• Unlimited Liabilities• d/b/a
    • Partnership• Easy/inexpensive to form – Partnership agreement a good idea – Partnership Act forms default rules• More access to capital• Limited lifespan• Joint/Several liability
    • Corporation• More capital• Easy to transfer ownership• Unlimited lifespan• Limited liability• More complicated to form – Articles of incorporation, bylaws• Formalities – Annual meeting, minutes, registered agent
    • Corporate Governance• Shareholders – Owners of company – No management rights – Elect board of Directors• Board of Directors – Elected by shareholders – Hire management• Officers (CEO, etc.) – Hired by directors – Manage company
    • Limited Liability Company (LLC)• Hybrid of corporation and partnership• limited personal liability (like corp.)• individual taxation (like partnership)• no annual meeting (like partnership)• can be member managed (like partnership) or manager managed (like corporation)• LLC statute forms default rules; can vary by agreement (like partnership)
    • Uniform Commercial Code (UCC)• Forms standard business law throughout US• Adopted by 49 states (except Louisiana)• Article 2: Sales of Goods – Standardizes & modifies common law contract rules
    • Purpose?• ―Fresh Start‖• Treat creditors fairly
    • Bankruptcy• Petition• Debtor• Creditor• Automatic stay• Discharge• Chapter 7 (liquidation): individual or business• Chapter 9: municipality• Chapter 11 (reorganization): business, some individuals• Chapter 12: family farmer/fisherman• Chapter 13 (repayment): individual
    • BR Procedure• Petition – Automatic stay – Unless repeat filer• 341 Meeting• Confirmation hearing• Liquidation/Repayment/Reorganization• Discharge
    • For Individual Debtors• Pre-filing credit counseling• Pre-discharge financial education• Means test: – Must be below median income to file ch. 7 – Otherwise, must file ch. 13
    • Photo credits• Marionette: http://www.flickr.com/photos/djwudi/• Liability: http://www.flickr.com/photos/doctorow/• Dominos: http://www.flickr.com/photos/miskan/• Delivery truck: http://www.flickr.com/photos/yanowitz/• Bad idea: http://www.flickr.com/photos/tonx/• Bread vendor: http://flickr.com/photos/brooklyn_museum/• Luke and partner: http://flickr.com/photos/library_of_virginia/• Cheers to you: http://www.flickr.com/photos/earlg/• Bank of America: http://www.flickr.com/photos/scarequotes/• Sailboat: http://www.flickr.com/photos/dkeats/• So sad: http://www.flickr.com/photos/boojee/• Praktica LLC: http://flickr.com/photos/icesabre/