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College of the Canyons

Collis, Gary – Business Law 211 1

Business Law 211

Final Examination Instructions and Study Tips

The final examination will consist of true/false questions and multiple-choice questions. There

will be no essay questions on the exam. The examination will cover Chapters 30-34 and 37 in the

textbook. The best preparation is to review notes you took while reading the chapters, the

PowerPoint slides, the vocabulary from the textbook (in the margins and the Glossary at the end

of the book), and the Chapter Summaries at the end of each Chapter. You should also try practice

questions on MindTap.

All of the material in the covered Chapters is fair game for the exam, whether set forth on the list

below or not. Thus, you should always complete all of the assigned reading. Studying the

PowerPoint slides alone will not prepare you for the tests. I recommend studying the following

topics with special attention:

Chapter 30

The liability of a sole proprietor

Benefits of being a franchisee

Overall purpose of state and federal franchise regulations

State regulation of franchising

Method of taxing income earned by a sole proprietor

Notice of termination of a franchise agreement

Typical control over day to day operation of a franchised business

Effect of death of a sole proprietor on the business

Relationship between franchisee and franchisor

Franchise Agreements (typical fees and territory matters)

Rules regarding earnings claims

Royalties

Franchisor liability for Franchisee’s torts

Chapter 31

The Uniform Partnership Act

The essential features of a partnership (i.e., good faith and right to participate in the control of the

business)

College of the Canyons

Collis, Gary – Business Law 211 2

Method of counting votes on management issues (i.e., by number of partners or ownership

percentage)

Essential elements of a partnership and methods (oral, written, etc.) by which a partnership is

formed.

Legal liability of a partner for premature dissociation from the partnership.

Partnership Agreement

Duties of a partner to the partnership

Benefits of a Limited Liability Partnership

Liability of limited partners in a Limited Partnership

Chapter 32

Whether an LLC is a separate entity from its members

The liability of members of an LLC for their own misconduct and for the LLC’s liabilities

Method of taxing an LLC on its profit

Management rights of members of an LLC

Power vs right of LLC member to dissociate

Operating Agreements

The number of required members

Management rights of limited partners

Liability of LLC for member’s acts or omissions

Number of members permitted in an LLC

Dissociation vs. Dissolution

Cooperatives

Chapter 33

Close corporations

Whether corporations are legally distinct from its shareholders

Whether a corporation may have a single shareholder

Advantages of the corporate form

Public benefit corporations

College of the Canyons

Collis, Gary – Business Law 211 3

Articles of Incorporation vs By-Laws

Piercing the corporate veil

Stocks vs Bonds

Corporate liability for its employees misconduct

Domestic vs. Foreign corporations

Public vs Publicly-Held Corporations

Private Equity vs Venture Capital financing

Chapter 34

Roles of officers and directors in the management of a corporation

Board meetings

Role of shareholders in the ownership of, and management of, a corporation

Office and Director rights and duties

Who hires and oversees corporate officers?

The Business Judgment Rule

Restrictions on shareholder’s right to transfer shares

Proxy

Voting procedures at director’s meetings

Chapter 37

The source of administrative law

Costs and benefits of administrative rules

Congressional oversight authority over administrative agencies

The Administrative Procedures Act

Notice and Comment

Investigative practices of administrative agencies

Administrative Law Judges

Judicial deference to administrative agency’s interpretations of their own rules