Bus. Law Final

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  1. Trustors:
    companies who create a trust
  2. Trustees:
    manage the trust
  3. How did trusts get other compaines to fold and join them?
    they would lower prices so that other companies couldn't compete and would be forced to either fold or join
  4. Restraint on trade:
    interferes with competition in the market
  5. Monopoly:
    one company or a group of companies controlls the market and there is little to no competition
  6. How can companies get a monopoly?
    • unique product
    • superior product
  7. How do you violate an anti-trust law?
    put a restraint on trade
  8. Who was John Sherman?
    Republican from Ohio who made the first anti-trust legislation
  9. Who did the first anti-trust laws attack?
    companies who put a restraint on trade
  10. Sherman Act Section 1 violation:
    there MUST be an agreement between 2 or more parties with a wrongful purpose and result
  11. Per-se violation:
    agreement was a violation from the start; they were obviously trying to force out competition
  12. Usual examples of a Per-se violation:
    price fixing or selling in different areas
  13. Group boycott:
    • 2 companies pressure a 3rd company to NOT sell to their competetor
    • Ex: GM tells Bridgestone to NOT sell their tires to Infiniti
  14. Rule of reason analysis:
    you must first got to per-se; if you see and agreement between compaines in the chain of commerce, then analyze to see if there is a restraint on trade
  15. Sherman Act Section 2 violation:
    for companies already having a monopoly, seeing if they put a restraint on trade and how did they get to their monopoly power
  16. Clayton Act Section 2 Violation:
    price discrimination (selling something at a different price to someone as opposed to the price you sell to everyone else)
  17. Clayton Act Section 3 violation:
    tying/exclusive agreement (forcing a buyer to buy something else that they don't want OR only selling to exclusive customers)
  18. Clayton Act Section 7 violation:
    two companies merge and that merger creates a monopoly
  19. horozontal relationship in business:
    what does it usually indicate?
    everyone is in the same business and are competetors; usually indicates a per-se violation
  20. vertical relationship in business:
    what does it usually indicate?
    everyone isn't competetors because they are in the chain of commerce; usually indicates a rule of reason analysis
  21. horozontal geographic market division:
    companies divide a market and sell in different areas
  22. horizontal merger:
    two competing companies merge
  23. vertical merger:
    two companies in the chain of commerce merge
  24. Federal Trade commision:
    evealuate agreements/mergers AND companies who already have monoplolies to see if it will create a restraint on trade
  25. Who sues you when you violate an Anti-trust law?
    your competetors OR the government
  26. What negative things do you get when you violate an anti-trust law?
    attorney fees, treble (triple) damages, injuctive relief
  27. Evaluating mergers on a horizontal level will need to be analyzed with what test?
    the rule of reason test
  28. Predatory pricing:
    pricing a product less than the manufacturing price in order to keep competetors out of the market
  29. Is a Sherman Act violation civil or criminal?
    civil AND criminal
  30. Is a Clayton Act violation civil or criminal?
  31. Forwards merger:
    merging with the company that's after you in the production chain
  32. Backwards merger:
    merging with the company that's before you in the production chain
  33. Predatory pricing defense:
    trying to meet competitor's low prices
  34. Price discrimination defenses:
    • -justifying cost (making more things costs less and can be priced lower)
    • -company is going bankrupt and needs to get rid of their stock
  35. industries exempt from anti-trust laws:
    • -baseball
    • -insurance companies
    • -political parties
    • -certain unions and agricultural associations
  36. Covenance not to compete:
    you sell a business and your contract says you can't open up another business
  37. What is securities regultion for?
    intended to prevent frauds related to investing into securities and the public demanded protection
  38. Securities Exchange Commission (SEC): 
    set up as an independent regulatory agency to regulate the sale of every publicly traded security
  39. What are companies required to do when trading securities?
    companies were required to disclose everything that was relevant to the sale and purchase of securities (stocks and bonds) because people need and want to know about this company and how they're doing
  40. Red herring prospectus:
    booklet that tells you about a new issuance of stock that a company that people put out there   
  41. After a company runs an add for a new security, they must wait how many days before they start selling it so people can have a chance to get more info on the company?
    20 days
  42. Securities Act 10B:
    federal statue that applies to every transaction of a publicly traded security; companies MUST provide you all the info on that security OR cannot misrepresent material fact  
  43. Securities Act 10B5:
    “insider trading statute”; trading on insider information that other people don't have and you make a big profit on it
  44. Securities Act 16B:
    any director, officer, or large shareholder (10% or more stock) buys and then sells within a 6 month period, you will be prosecuted because they assume you have some sort of inside info, otherwise you wouldn't have bought and sold so quickly)
  45. Environmental law nuisance:
    action or pollution affects small amount of people, but not the public at large
  46. National Environmental Policy Act:
    provided for civil and criminal penalties for companies that were engaged in polluting the environment (fines, penalties, prosecution)
  47. What is the policy for company acts related to federal things?
    in every action in which there was a federal connection, then an environmental impact statement is required from the company
  48. Environmental Impact Statement:
    how will it affect the environment, what can be done to reduce environmental impact, is the impact irreversible?
  49. Clean Air Act:
    federal legislation that established minimum pollution levels in the air (cars and stationary utility companies) with civil and criminal penalties (attoreny fees, injunctive relief and criminal fees)
  50. Clean water act:
    makes water safe for swimming, wildlife, etc. eliminate companies from polluting any waters
  51. Safe drinking water act:
    sets maximum levels of pollution in our water systems
  52. Ocean Dumping Act:
    regulates of transportation and dumping of things in the oceans
  53. Insecticide/fungicide act:
    regulates use, labeling, and registration of agricultural chemicals as long as the product is determinded to be reasonably safe for the general public by the EPA  
  54. Who is liable if there is a spill of toxic chemicals?
    anyone connected in any way to the spill
  55. Nuclear regulatory commission:
    federal agency that regulates nuclear energy and energy plants
  56. Who are international courts meant for?
    countries, not private parties
  57. Full faith in credit:
    every sister court will extend full faith and credit to another court in relation to the claim
  58. Comity:
    under certain circumstances, we will extend comity to another court in another country
  59. 4 conditions for extending comity:
    • •we will defer to the laws of the country
    • •the nation's law or policy is consistent with ours
    • •did the defendant have the opportunity to defend their selves
    • •if they use a religious edict or the defendant has no opportunity to defend
  60. Active state doctrine:
    our state judiciary will not render a judgement of a country or government that it commits or performs within its boundaries (like when people fled from Cuba to the US and tried to pursue claims to get their property back)
  61. Sovergein Immunity:
    a defense to a claim in reference to an action that's brought within the united states against a foreign nation
  62. Direct exporting:
    mailing directly to retailers
  63. indirect exporting:
    sending product to distributor who distributes to retailers
  64. Distributorship agreement:
    you have an agent distributing your product
  65. Licensing agreement:
    you let a company use your intellectual property to sell
  66. Imports have:
    Exports have:
    • Imports: quotas
    • Exports: quotas and tariffs
  67. dumping:
    trying to get an upper hand wrongfully
  68. world trade organizations:
    facilitate free trade across borders; agreements are multilateral
  69. comparative law:
    common law vs. civil law (statutory law)
  70. can't imperative:
    what consequences would follow if everyone acted the same way, what is the impact on business?  (i.e.: what if everyone bribed people?)
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Bus. Law Final

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