Bus Law midterm transcription

The transcription discusses the duty of indemnification in a principal-agent relationship, where the principal is responsible for covering costs if the agent incurs liability due to the principal's actions. It also explains vicarious liability through respondeat superior, distinguishing between independent contractors and employees. The concept of liability for unlawful acts, including negligence-based torts and intentional torts, is explored, focusing on whether the agent's actions were within the scope of employment. Lastly, it mentions the termination of a principal-agent relationship through mutual agreement, specified event, achievement of purpose, or impossibility. and not your principles, and that violates the duty of loyalty. And so there's a question on the exam very similar to the one that we talked about at the beginning of class. All right, principles duties. The duty of indemnification. This actually goes both ways. We have it listed under principles duties, but both parties have a duty to indemnify each other. What does it mean to indemnify? If I cause my principle, or let's say I'm the principal, and I cause my agent any kind of liability, I open my agent up to any kind of liability, I've got a duty to indemnify him against that liability. That means I've got to step in and cover the cost of that liability. So let's say that I hire an agent to go make deliveries for my company. And unbeknownst to the agent, I haven't maintained the vehicle very well. It's got bald tires. There's some problems with the engines. The brakes are going out, and my agent's driving around making these deliveries, and all of a sudden can't stop. There's some ice on the road, so the tires start slipping. The brakes don't work properly anyway, and the agent causes an accident. I've created that situation where the agent incurred some liability, largely because of my negligent acts. I've got a duty as the principal to step in and cover that cost of liability that my agent has borne because of my bad acts. And that's the idea behind the duty of indemnification. Liability to third parties. We talked about this term in the material called respondeat superior. It's just a Latin way of saying vicarious liability. There's a question on the exam that asks, why is it so important that we determine whether or not somebody's an independent contractor or an employee or agent? And it all comes down to respondeat superior, because at least one of the main reasons is respondeat superior, because if somebody's acting as an agent, and that agent incurs liability, it's gonna come back on the principal. If you hire an independent contractor, and that independent contractor does something that causes liability, that stays with the independent contractor. I won't spend a lot of time on this one either, but this is where we talked about the business law pizza example. We've got a disclosed principal, a partially disclosed principal, and an undisclosed principal. If the principal has authorized an agent to go do something, and the agent does it, the principal's always gonna be liable for that act. We will hold the agent responsible if the principal was either partially disclosed or undisclosed. Stated another way, if the agent wants to avoid liability completely, they've gotta disclose that they're acting as an agent, and they've gotta disclose who their principal is. There's a question on the exam very similar to the hypothetical that we already discussed. Unlawful acts. So what happens if you send a principal out, and they do something not that you've authorized, who's gonna be liable for something like that? We'll start with negligence-based torts. We haven't talked about the difference between negligence and intentional torts. For the purpose of this exam, until we get to that subject later on in the semester, negligence, think of that as causing an accident. You don't mean to cause somebody harm or cause an accident, just unintentionally cause some harm or an accident to somebody. An intentional tort is where you mean to bring about harm. Think about like you get really mad and you punch somebody. That's an intentional tort. So, there's a question on the exam dealing with a negligence-based tort, meaning you see an agent, and the question actually tells you that this person is an agent. They're making a delivery, and they cause an accident, and the question asks, who can the injured party hold responsible? Well, it depends if the agent was acting within the scope of their employment or not. If the agent was acting within the scope of his or her employment, then, of course, the agent's gonna be responsible for the accident, but if they're within the scope of employment, then the principal will also be responsible for that harm or the damages caused by that accident. If the agent was not acting within the scope of employment, then only the agent will be responsible, and we're not gonna pin that back on the principal. And how will you know if somebody's acting within the scope of employment or not? The question will actually tell you. It will say this person was making deliveries within the scope of their employment, or they were driving around and weren't acting within the scope of their employment. So, you don't have to make a determination of whether or not they're in the scope of employment. You just have to know if they are in the scope of employment, both are gonna be responsible. If he wasn't in the scope of employment, only the agent will be responsible. Let's see. Oh, I went too far. Under, let's see. Where is it? Oh, intentional torts. So, once again, now we're in the realm of you mean to cause some kind of harm. You purposely want to hurt somebody. We asked, did it happen within the time? Well, we talked about two different ways to determine whether or not the principal is also going to be responsible. Some states follow what we call the motivation test. Other states follow what we call the work-related test. The only one that shows up on the exam is the work-related test. And the work-related test just asks us whether it happened during the time and the space when the agent was supposed to be performing his or her agency responsibilities. If it did, then not only will the agent be responsible, but the principal will, too. If it didn't happen within the time and space where the agent was supposed to be working, then we're not gonna pin any of that back on the principal. The agent will be solely liable. What does this look like on the exam? Let's say you've got two employees working at the store. Person A notices that employee B is stealing money from the till to go buy lunch. And person A says, hey, quit stealing money. Like, we're all gonna get in trouble for that. Employee B says, yeah, but I'm hungry, so I'm gonna take the money and go buy lunch. And everyone at the job gets in trouble for money missing out of the till. Later on down the week, let's say person A runs into person B at the park and says, hey, I'm mad because we all got in trouble for you stealing money from the till. And he punches person B. Who should be responsible for that under the work-related test? Disapproved. Should the principal bear responsibility for that? No, I'm seeing people shake their head no. No, because it didn't happen in the time and space where the agent was supposed to be working. Had employee A punched employee B while at the store when he saw somebody taking money and got mad and punched him, well, then it was within the time and space. But if it happened somewhere else at a different time, not at work, then we're not gonna pin any of that on the principal. It's only gonna be the agent. Let's see. Ms. Walton asks, so if the agent punches someone but they are acting in the scope of work, the principal and agent are liable? Once again, if we're talking about an intentional tort like punching somebody, we have to determine whether a state applies the motivation test or the work-related test. For the exam, the only one that shows up is the work-related test. And that just simply asks, did it happen in the time and space where the agent was supposed to be working? If it did, then the agent and the principal will be responsible for that harm. If it didn't happen within the time and space where the agent was supposed to be working, then only the agent will be responsible. Did that answer your question, Ms. Walton? Okay, great. Let's see. Does time mean it had to have happened during work hours for the principal to be liable as well? Generally speaking, yes. Think of a grocery store example. If it's the time when you're on shift, then yes. If you're coming back on your own time just to do some grocery shopping there, then that's probably not the time where you're supposed to be performing your agency duties. And on the exam, it's not gonna even be that close of a call. It's gonna either happen somewhere far away or it's gonna actually be on the job site. It's either gonna be during when someone's working or it's gonna be clear that they're not on the clock. All right. No, nothing with crimes. Let's see. And I don't think, yeah. Nothing with crimes shows up on the exam. Let's see. Ms. Clayton says, so principal's liable for it if something happens during your shift without them acting within the scope of your job? Correct. Under an intentional tort, like punching somebody, and if you're in a state that applies the work-related test, which for the purpose of the exam, that's the only one that exists. Okay. Termination. We'll talk much more about termination near the end of the semester, but we did mention a little bit in the materials. There are four general ways that a principal-agent relationship can be terminated. Those four broad categories are mutual agreement, meaning the principal and then the agent can just say, hey, we don't wanna be in this anymore, and so let's both walk away. Occurrence of a specified event. So that's just like putting a due date on your principal-agent relationship. We'll be in this relationship until July 3rd of 2027. Once July 3rd hits, you're no longer in a principal-agent relationship. Achievement of the purpose. So if I hire you to be a real estate agent to sell my house, and you sell my house, once the purpose of that agency has been achieved, you're no longer my agent. And then the fourth way is impossibility. Usually this happens when the subject matter of the principal-agent relationship has been destroyed. So let's say, once again, I hire you to sell my house for me, but before the house is sold, my house burns to the ground. Can you sell my house for me now? No, and so our principal-agent relationship would terminate. So once again, those four things. Mutual agreement, occurrence of a specified event, achievement of the purpose, and impossibility. All right, let's talk about different business entities. Sole proprietors under formation. Remember, a sole proprietor is just one owner without choosing a particular form of business organization. So you'll get a question on the exam that just says, we've got just Joe. He hasn't chosen an LLC or a corporation. He's just out doing business on his own. What is he going to be considered with respect to his business? And it'll have a lot of things you can choose from. If you see just one individual out doing business on his or her own without choosing an entity, then they'll be a sole proprietor. All right, general partnerships. Remember, the four requirements to be in a partnership are two or more persons running a business as co-owners for a profit. That's it. So if you see those four things, you're in a partnership, whether or not the people wanted to be in a partnership. Two or more persons running a business as co-owners for a profit. Now, three of those things are typically easy to prove. Do you have two or more persons? That's very basic math. Are they running a business? You can tell if they're in business or not. They're either running some kind of operation and they're not. You can also tell if they're trying to make a profit. Maybe it's not profitable, but they're at least trying to make a profit. The one that oftentimes gets tricky is whether or not they're acting as co-owners. What does it mean to be co-owners? It just means that you're sharing in some way the profits, losses, and management of the company or of the business. It doesn't have to be a 50-50 split on all those things. You can have one person that gets 25% of the income and losses attributed to them and you get one person that's got 75% of that. You can have one person that controls 90% of the operations or management of the company and one person that controls only 5%. But they're just sharing in some way in the profits, losses, and management of the company. So if you see a situation that has two or more persons trying to run a business, they're trying to make a profit, and they're acting as co-owners, you can choose the answer that says they're in a partnership. Liability. Some of the downsides of being in a partnership are that each individual partner is on the hook for the full amount of any debt or obligation or liability of the partnership. And that liability is called joint and several liability. What does joint and several liability mean? It means they're all on the hook for 100%. So if a partnership owes me some money, I'm not, and let's say the partnership is comprised of four people, I'm not limited to collecting 25% from this person, 25% from that person, 25% from this person, and 25% for that person. I can collect the full amount from anyone I want. So let's say somebody has more money than another in the partnership, I can collect 85% of what I'm owed from one person and 15% from everyone else. But each person is on the hook to pay up to 100% of the obligation that's owed. Another question on the exam asks, in a partnership, in a general partnership, each partner is an agent of whom? Each partner is an agent of the partnership as a whole as well as each individual partner. It's another scary thing about running a partnership. You might have agents that you don't want. And finally, if a partner is going to leave a general partnership, you have to provide some kind of notice to people that this person is no longer associated with your business. If you don't, that departing partner can continue to incur liability against the partnership and each individual partner under the doctrine of apparent authority, which we've already talked about. And it's not difficult to imagine a situation where there's a partner that's departing and they're leaving on bad terms and they're upset and they just want to make life miserable for everyone else who's staying. By entering into a bunch of contracts or buying a bunch of supplies that the partnership doesn't need, that they're all going to become liable for. And so it's important to give that notice to the people who dealt with that departing partner that hey, this person is no longer associated with this, he no longer has authority to act on our behalf. If you don't do that, once again, there's liability that's imposed on the partnership and the individual partners under the doctrine of apparent authority. A question came in, I think after the last thing that we talked about, each partner is deemed to be an agent of the partnership as a whole as well as each individual partner. All right, limited liability partnerships. Remember, limited liability partnerships are sort of a hybrid between a partnership and an LLC. It does provide some liability protection, but only certain professions can establish a limited liability partnership. It varies a little bit state to state, but typically that includes like accountants and lawyers and doctors can establish a limited liability partnership. What does the liability look like there? So for ordinary debts and obligations of the partnership, you've got a liability shield. So let's say you're starting a doctor's office as a limited liability partnership, you order a bunch of medical supplies, business doesn't do as well as you hope and you can't pay the vendors for those medical supplies. You have a liability shield against that ordinary debt and obligation just like you would in an LLC. So you don't have to reach into your own pocket and pay that, that debt would live and die within the limited liability partnership. What a limited liability partnership does not protect you from is your own malpractice. You know, if the doctor is doing some surgery and his AirPod falls inside the person's like stomach cavity and he stitches them up and now this person has to like listen to Nickelback 24-7, you're not gonna get out of that kind of liability. That's malpractice, you were negligent, you should not have sewn your AirPod back up in that person and so you will be personally liable for that kind of action. Okay, that's limited liability partnerships. Now we're gonna talk about limited partnerships. I know it gets a little bit confusing. Limited partnerships, if you remember, have general partners who are there to run the day-to-day operations of the company and you have limited partners who are just there to invest money. They can't participate in the day-to-day operations of the company. General partners are liable for all the debts, all the obligations in a limited partnership. The limited partners are not. Now, they can always lose their capital contribution just like in any investment, but if something becomes due that the limited partnership cannot pay, the limited partner gets to walk away from that debt. The general partners have to reach into their own pockets and pay that debt. Okay. Let's see. Oh, you'll remember from the material maybe that it's good to be a limited partner in a limited partnership because you have that liability shield, but you can lose that. And we talked about in the material, I think maybe five different ways that you can lose your liability shield. Only one shows up on the exam and that's if a limited partner starts participating in the management of the company. And there's not a hypothetical to go along with this one. It's just a question that says, you know, a limited partner loses their liability shield under which of the following circumstances? Choose the one that says cannot participate in the management of the company. And then the final thing, let's see. Oh. Where'd I go? There we go. The final thing is a limited partner can withdraw from a limited partnership and the partnership continues to exist. Under a general partnership, which we've already talked about, remember if a general partner withdraws under some circumstances, the partnership's over. That's not the case with a limited partnership. A limited partner can leave and the partnership continues on. LLCs, formation. There's a question on the exam that says, if I wanted to start an LLC, what's the document that I file with the state to actually form an LLC? That document is called articles of organization. Articles of organization. There's another question on the exam that says, you know, if I wanna start an LLC, which of the following documents is not required? And it's a little bit of a trick question. I don't know if it's a trick question. If I'm telling you it's a trick question, I'm giving you the answers. An operating agreement in an LLC is technically not required. I wouldn't have one without it in real life. Everyone should have an operating agreement. But under the law, technically, you do not need to have an operating agreement in order to have an LLC. And remember, the operating agreement is just that internal document, the contract amongst the owners that says how the business is gonna run, how profits are gonna be shared, and so forth. Let's see, liability. You know, you can always lose your capital contribution. But one of the benefits of having an LLC is that you're not gonna be liable for any of the debts and obligations beyond losing your capital contribution. There's an exception on the exam that has to do with alter ego or piercing the corporate veil. And you remember that that's kind of when the owner and the LLC cease to be separate entities and they're kind of acting as if they're one and the same. For the purposes of the exam, that happens when the owner starts commingling his or her personal funds with the funds of the business. If you see that happening, then a member of an LLC loses their liability shield and they become personally responsible for all the debts, all the obligations of the LLC. There's a question on the exam that asks what's the equivalent of a stock certificate but for an LLC? So we're all familiar with talking about a share of a stock in a company, a corporation. What do we call that evidence of ownership in an LLC? It's called a certificate of interest in an LLC. The last thing under members is that non-managing members owe no duties to the LLC. So you remember that we have a member-managed LLC and a manager-managed LLC. Let's say you're a member who has no management responsibilities whatsoever in an LLC. You owe no duties or obligations to that LLC. You can compete with the LLC. You don't hold the duty of loyalty or the duty of care. You have no obligation to make sure that LLC succeeds other than you hope it does because you have some ownership in it and you'll get some dividends if it does. But there's no complicated hypothetical to sort through with this one. It just says that so-and-so is a non-managing member of an LLC. What duties or obligations does he or she owe to the LLC? And the answer is none. Were the shares called a certificate of interest? Yep, you heard that exactly right. The last one was just that a non-managing member of an LLC owes no duties to an LLC. And then finally, under management, if you are a manager in a manager-managed LLC, you can receive compensation for the work you do as a manager. So if you're in a member-managed LLC, meaning only the members can run the company, then they can't receive compensation for the work that they do running the company. All the compensation they get has to come from the profits of the company if there are some. But if you're in a manager-managed LLC and you're working as a manager, whether or not you're a member, it doesn't matter, but you're working as a manager, then you can receive some compensation for the work that you do. And once again, there's not a complicated hypothetical for this one. The question just asks, which of the following is true of managers in a manager-managed LLC that can receive compensation? Yeah, alter ego or piercing the corporate veil, that's, you can use those interchangeably for the purpose of this class. Okay, corporations. A lot of similar patterns to what you'll see in LLCs, some slight nuances that'll show up on the exam. The first is the document that you file to start a corporation is called articles of incorporation. So with an LLC, that's called articles of organization. With a corporation, it's called articles of incorporation. Under this subsection, this is where we also talk about the difference between a domestic and a foreign and an alien and a professional and a nonprofit company. The only one that you need to know about for the purpose of the exam is a foreign company. And the reason I think it's important to understand that difference is because it's probably misnamed a little bit. You would probably think that a foreign corporation is one that comes from outside the United States and is doing business here. In fact, a foreign corporation is one that's just established in a different state. So for example, if I have a corporation established in Utah, but I do some business in Nevada, I'm considered a foreign corporation. Under liability, once again, same things with an LLC. The individual owners of the corporation, we call those shareholders, have a liability shield against all the debts, all the obligations of the company. So they might lose their capital contribution, but they don't have to dig into their pocket and pay any other debt. But pay attention to that piercing the corporate veil or alter ego theory. If you see an owner of a corporation commingling his or her funds with that of the business, then that person is probably gonna be personally liable for all the company's debts and obligations. Yep, Ms. Webb asked, for a foreign, we just need to know that it means, yeah, it means a company that's established in one state, but they're doing business in a different state. So in that different state, you're considered a foreign corporation. So if you establish a corporation in California, in California, you're considered a domestic corporation. But if that California business starts doing business in Wisconsin, Wisconsin would refer to that corporation as a foreign corporation. Just means you were established in a different state and where you're doing some business. Oh, and crimes. So if a corporation is convicted of a crime, because we treat a corporation like it's its own living, breathing human being. And so a corporation itself can be convicted of a crime. What are the possible punishments? For the purpose of the exam, it's just fines. You can't lock a corporation up in jail. You can't make a corporation go do community service, but corporations have to pay extremely high fines if they're convicted of a crime. In reality, there's some other unsavory consequences that a corporation could suffer, but for the purpose of the exam, it's just fines. All right, we need to talk about different role players in a corporation. Let's talk about shareholders first. You need to know the difference. Let's see if I have a sub slide on this. Nope, I don't. You need to know the difference between preferred and common shareholders. So preferred shareholders typically don't have the right to vote on anything. We'll talk about maybe one exception to that. But in exchange for their inability to vote on what goes on in the company, they typically receive preference when it comes to dividends and distributions of the company's money. You will see a question on the exam where a preferred shareholder does have the right to vote on something, and that's if the company is going to amend its articles of incorporation. So if the board of directors says, hey, we want to, for example, change lines of business, we don't want to make shoes anymore. Instead, we want to go into the pie-making business. We got to amend our articles of incorporation. The preferred shareholders do have a right to vote on whether or not the articles of incorporation are amended. That's preferred shareholders, yeah. Common shareholders typically have the right to vote on anything, but they're last in line when it comes to any kind of dividend or distribution of the company's money. For that reason, we typically refer to them as residual owners. They get whatever's left over at the end of the day if there's anything left over at the end of the day. What about when a VC invests, requires preferred shares, and also gets a seat on the board? Yeah, preferred shareholders, even though they don't get to vote on most of the things that happen in a company, it doesn't mean that that preferred shareholder can't be a member of the board or an executive of the company. Yeah, they can play multiple roles. So they might have a say if they're placed on the board. But even preferred shareholders oftentimes don't get to vote who gets on the board. And so that makes it a little tricky. But if you're a venture capitalist, you're probably coming in saying, the only way that I'll infuse the company with this much money is if we get some good representation on the board. And so you kind of skirt around that inability to vote and have a say who's on the board. Common shareholders are typically referred to, oh yeah, like Mr. White says, residual owners, because they only get something if there's anything left over at the end of the day. If there's nothing left over at the end of the day, then common shareholders don't get it. Yeah, the difference between the two types of shareholders, once again, preferred shareholders typically don't have the right to vote, but they get preference when it comes to dividends and distribution of the company's money. Common shareholders typically have the right to vote on anything, but they're last in line when it comes to getting anything from the company. The other thing that you need to know, well, I guess a few more things about shareholders. We already talked about the quorum voting requirement. So let's do a little bit of simple math. If we've got 100,000 shares in a company, how many of those shares have to show up to start a meeting? 50, there we go, Mr. Bidette, thank you, 50,001. Let's say that that's the amount that shows up. 50,001 people show up. How many people need to vote in favor of something in order for it to pass at that meeting? 25,001, yeah. So it's not hard to imagine a scenario where about a quarter of the company is making some pretty important decisions for the rest of the company. If you can do that math, you'll get that question right. You need to know about shareholder derivative actions. Remember, a shareholder derivative action is where somebody harms a company and the company doesn't do anything about it. Let's say you've got an employee that embezzles a million dollars from a company and the company doesn't sue this person, they don't do anything to try to get that money back. Under some circumstances, we'll allow the shareholders to file what's called a shareholder derivative action and try to pursue that person who harmed the company to get the money back for the company. That's the idea behind a shareholder derivative action. So one of the questions on the exam just wants to know, do you understand just very basically what a shareholder derivative action is? The other question on the exam asks, what's a prerequisite in order for a shareholder to file a shareholder derivative action? There's a step that they have to take before they can just file a shareholder derivative action. They first have to make demand of the company to take action. If the company, typically the board of directors, says, nope, we're not gonna do anything, then and only then can a shareholder file the shareholder derivative action. So once again, the shareholder has to make a demand of the corporation to take action against this person. If they refuse to do so, then the shareholder can file the shareholder derivative action. All right, board of directors. Remember, there's a question on the exam that just says, what's the role of the board? And the board is responsible for the high-level policy decisions of the corporation. So once again, the board is responsible for the high-level policy decisions of the corporation. And this includes when to declare a dividend. The board gets to decide that. There's a question on the exam that says, if you've got a brand new company and the board of directors is meeting for the first time, what is the most important thing that the board will do at that company, or at that meeting? The most important thing that they'll do is to approve bylaws of the corporation. We need to know about the duty of care. The duty of care applies to the board. And remember, we spent some time talking about the duty of care in class as well. It requires a board member to act in good faith, to act as an ordinary and prudent person would under similar circumstances, and to act in the best interest of the company. So as long as they're attending their meetings, they're reviewing the executive reports, they're doing due diligence before they make a decision, even if that decision goes bad, they're not going to violate the duty of care. If we see somebody who isn't attending their meetings, they're not doing due diligence, they're not reviewing the executive reports, they're not adequately supervising the officers of the company, and they make the same decision, and it goes bad, then that person will have violated the duty of care. You've got two separate people making the exact same decision, just how they come about that decision differs, and it depends on whether or not they violate the duty of care, depending on how diligent they've been in their role. And that's because we've got something called the business judgment rule that says for honest mistakes of judgment, we're not going to find that you violate the duty of care. And so once again, you're going to see, I think there are two questions on this issue on the exam, and you're going to see somebody in one scenario doing a great job in their role as a board member. They're doing everything they should, they're being diligent, and they just happen to make a mistake and make a wrong decision, the business judgment rule saves that person, and they're not going to violate the duty of care. In the other example, you're going to see somebody just messing things up terribly, they're not going to their meetings, they're not taking their role seriously, they make a bad decision, they're going to have violated the duty of care, and probably be on the hook for at least some of the loss that they caused because of their bad decision. Okay. Let's talk about financing and securities compliance. First thing we'll talk about is the 33 Act. The only thing that you need to know about this is that the 33 Act defines security so broadly that it could even encompass a loan from one person to another that's meant to get their business off the ground. So if you see person A say to person B, hey, I'm starting this new business, but I need a little cash to carry me through to get this thing started. Can I borrow $20,000 from you? And they say, yeah, sure. You can choose the answer that that's a security under the 33 Act. Under the 34 Act, there's a couple of things that you need to know. One is that under the 1934 Act, all public securities are required to be regulated. You might have an exemption so that you don't have to register your securities, but even if you fall within an exemption, all securities, public securities, have to be regulated. And typically, if you're a public security, you're not operating within an exemption, and so you're gonna have to register and regulate those securities. For the purpose of the exam, all public securities are required to be regulated. The other thing that we need to know, and it came under the 34 Act material, but it's exemptions, and more specifically, like Regulation D exemptions. You just need to know the definition of an accredited investor. An accredited investor has a net worth exceeding $1 million, and they have net income exceeding $200,000 in each of the past two years. So they've gotta satisfy both of those requirements to be an accredited investor. Net worth exceeding $1 million, and net income exceeding $200,000 in each of the last two years before the investment. And then finally, let me see if I have a separate one for this one. Nope, I don't. Regulation crowdfunding. You need to know, oh, what happened? You need to know that under regulation crowdfunding, the maximum you can raise in a 12-month period is $5 million. The reason that's important and I test on it is because I put a little clarification note under the video. Just in the last couple years since those videos were made, that amount increased from $1.07 million up to $5 million. So the current amount that you can raise under regulation crowdfunding is $5 million. Okay. That's it. So we talked about every single topic that will appear on the exam. I gave you an example of about 65, maybe almost 70% of what the actual questions will look like and what those answers will be. So hopefully it's not gonna be too difficult to do well on this exam. But please remember you've gotta start the exam no later than 8-59 on the 26th. If you start it for any reason, start it later than that, you'll miss your ability to take the exam. So I'm happy to stick around. We ended a little bit earlier. We got through all the information. So if you have any questions, I'm happy to revisit some of that information. You can tell that we proceed forward with the review as if you've already gone through and studied the material. So I don't wanna necessarily teach it from scratch. But if you have any need for clarification on anything that we talked about, happy to address that for a few minutes. Class is over. Thank you. You're gonna have a good day? Yes. And you? Yes, I am. Yes. Okay.