1. Test Summary Chapter # of Questions Chapter 19 – Administrative Agencies 5 Chapter 13 – Bankruptcy/Creditors’ Rights 13 Chapter 14 – Business Organizations Combined with Corporations Chapter 15 – Corporations 17 Chapter 16 – Agency 7 Chapter 17 – Employment Law 2 Total44Chapter # of Questions Chapter 6 – Administrative Agencies 5 Chapter 16 – Bankruptcy/Creditors’ Rights 17 Chapter 17, 18 & 19 – Bus Organizations and Corporations 18 Chapter 20 & 21 Agency and Employment Law 10 Not sure 1 Total51

2. Administrative Agencies Review 1. How are federal administrative agencies created? “Enabling legislation” 2. Three Key Functions. What are the three operations that make up the basic functions of most administrative agencies? – Making rules, enforcing rules, and judging rules. How Does Rule Become Effective? What sequence of events must normally occur before an agency rule becomes law? 3. Enforcement. How do agencies do this? Business rights to object (can object but must do so through administrative rules – eventual lawsuit). 4. Power of Agencies. 1. How do the three branches of government limit the power of administrative agencies? 2. Problems with giving this much power to non-elected people. 5. Other limitations on agencies power Open meetings – government in the sunshine Freedom of information 6. Administration Remedies – must exhaust administrative remedies prior to seeking relief in a “normal” non-administration court.

3. Creditors’ Rights and Bankruptcy Review Liens – Artisan – possessory lien – Mechanics lien – improvements to real property – Judicial lien – Deficiency judgments (understand how this works and be able to do a short example) Suretyship and Guaranty – Difference between the two Chapters of Bankruptcy (know basic differences) – 7 – 11 (why controversial – generally lets leaders that put the company into bankruptcy to continue to run it.) – 13 & 12 – Involuntary Exempt Property – how a sale works when exempt property is involved – who gets to keep what cash from the sale Trustees Role

4. Creditors’ Rights and Bankruptcy Review Voidable Preferences compared to fraudulent transfers Concealed property/Destroyed property (debtor remains liable) Classes of Creditors – know about why there are classes of creditors – Know the order of payment for key classes of creditors (admin expenses get paid in full first – and so on). Release from obligations – consequence if concealing assets Garnishment – how does it work

5. Business Organizations Review Type of Organization – Sole proprietor – Partnership – S-Corp – LLC – C-Corp – Limited Partnership Tax impact of various business types – Flow through “disregarded entity” sole proprietor, S-corp, LLC. – NO Business Tax – owners must pay on income taxes – “Double tax” C-corps Liability impact of various business types Treated same for test purposes

6. Franchise – what is a franchise? - contract between two parties Corporate Formalities – Directors duties responsibilities – quorum – Shareholders rights/when they vote – Articles/Bylaws – Officers – what do they do Shareholders – What do shareholders do? – Preemptive rights - what are they how do they work – Inspection of records – Voting (elect directors, change bylaws, approve merger) – Proxy voting - quorum – Cumulative voting Corporations Review

7. Director’s – Few qualifications – Business judgment rule – “fiduciary” – duty of loyalty – Board meetings – what does the board do? How do they vote? Declare dividends Authorize major changes Appoint and remove corporate officers Key financial decisions Pierce the Corporate Veil – Know when this can happen (mixing business and personal money or affairs, not representing yourself to be a business, signing personally, etc.) Franchise – know what it is. Corporations Review, p. 2

8. Agency Review Agency - what is an agent? Powers of an agent – bind the principal – Principal agent could be employer/employee or principal/independent/contractor Independent contractor versus employee – identify (CONTROL) – Why it matters ownership of copyright Liability for torts Apparent authority, express authority, implied authority – Can bind principal to contract Principal’s liability for agent’s torts/crimes – Agent’s liability for torts and crimes of the agent Disclosed and undisclosed principals Agent’s Duties – Performance – Notification – Loyalty – Obedience – Accounting Principal’s Duties – Compensation – Reimbursement and indemnification – Cooperation – Safe working conditions Key point

9. Employment Law Review Employment Laws – What is Social Security… – Wage and Hour laws – OSHA – Workers comp -If you are injured on the job – Unemployment comp – Medicare – Retirement Plans (ERISA) Exempt versus non-exempt – Time and ½ for over 40 hours – 40 hours is a standard work week