Legal 4

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coleicard
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187842
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Legal 4
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2012-12-07 16:43:51
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  1. Digital millennium
    copyright act -
    • -
    • Provides a safe haven for internet hosts against copyright infringement if the
    • hosts are proactive against stopping posts. And go after repeat offender.

     
  2. Cyber Squatting -
    • When
    • one person registers a domain name using someone else’s trademark or a similar
    • one before they register it. It is now illegal. 
    • If no bad intent might just be a cease and desist order
  3. Joint Venture -
    • When 2 or more entities pool their resources for a limited time.  (Build one strip mall as opposed to multiple
    • in a business to turn a long term profit.
  4. Dissolution -
    To dissolve a corporation. Pay off all the bills and distribute all the assets to shareholders. Winding down of a partnership or a corporation.
  5. Duty of Care -
    Directors are charged with exercising their independent judgment there is a shield that individuals can’t go after personal assets.
  6. Sole Proprietorship
    Buy a fitness club. Only need to file with the state is if you are using a fictitiousname. Simple form of business. One person with his or her on money on the line. 
  7. Corporation
    Most efficient with large numbers of shareholders. Sets up a shield of liability. Can get through to personal assets as long as you follow the laws for a corporation. Board of directors, taxes...etc...Do all the things through the corporation shield in place. Can issue bonds, get shareholders. Need to raise a lot of capital.
  8. Partnership
    • Simple form of business. Does not require a written agreement that states the terms/previsions in the partnership.  2 or more people operating a business for a profit. Can be an oral agreement, should be written. State has a law if there is no agreement. They have
    • authority for the business. Expressed and implied authority. Ongoing until dissolution
  9. Limited Liability Partnership
    • - Set up with a group. Enables them to act together for certain things. But for malpractice each person is liable for their own. Can’t go after the other members of the
    • partnership. Has to be registered by the state. Ivan general partner with limited partners
  10. Board of Directors
    Run the corporation. Can’t have a conflict of interest. Elected by the shareholders. Must exercise due care.
  11. Corporate Officers
    Elected by the directors to manage the day to day affairs of the corporation. Also can’t have conflict of interests and must exercise due care.
  12. Business Judgment
    • honest and wisely
    • protected (directors)
    • legal principle that makes officers, directors, managers, and other agents of a corporation immune from liability to the corporation for loss incurred in corporate transactions that are within their authority
    • and power to make when sufficient evidence demonstrates that the transactions were made in Good Faith.
  13. Double Taxation
    • Profit
    • the corporation gets taxed pays shareholders a dividend - get taxes a second
    • time. Planning avoiding double taxation.
  14. Prospectus
    • Part of or a new issue of a stock. Booklet outlining information about the offering. 1933 act provided for the prospectus. SEC just says it is truthful could still be a bad
    • investment.
  15. Equity Ownership
    common stock. Ownership of the company.
  16. Fixed Income Security
    Debt security
  17. Preferred Stock
    • Special class of stock, for several reasons raise money but don't want to dilute ownership. Priority on dividends. Preferred stock gets money back first. Means
    • of raising capital and money.
  18. Securities Act of 1933
    Regulating primary issues of securities. For new issues of stock. 
  19. Securities act of 1934
    Regulates the secondary market. Buying and selling of existing securities. Regulatesbrokerage houses. Goes after fraud. 10b5 prevents fraud. Applies to larger companies. Established SEC
  20. Sarbanes Oxley Act of 2002
    Sets standards for public company boards and management that they are going to present true information in their financial statements. SOX. Now have defined liability.
  21. Employment Law -
    • The body of law that governs the employer-employee relationship, including individual employment contracts, the application of tort and contract doctrines, and a large group of statutory regulation on issues such as the right to organize and negotiate collective bargaining  agreements, protection from discrimination, wages and hours, and health
    • and safety.
  22. Duty of Loyalty
    agent must act in duty of his or her principal. Get someone to invest into his business instead of donate (bill and SLU)
  23. Duties of Agents -
    - Agents of a principle to use care and skill and to follow instructions and take care of any property you are entrusted with. Must follow instructions of the principle. Fiduciary duty.  Agent can be an independent contractor. Agent acts on behalf of principal. 
  24. Duties of Employer
    - provides a safe place to work and tools to do the job
  25. Independent
    Contractor/Employee
    Independent contractor has descression in doing individual work. Employee (business isliable for torts while they are the job) Employer has control of employee, not as much control on employee.
  26. Agency
    Creation/Termination
    Give someone power/cloak them in authority. Can terminate the agency. Termination automatic if the principle dies.
  27. Respondent Superior
    Latin for let the master respond. The employer is responsible/liable for negligence during the scope of employment. Responsible for torts of the employee. 
  28. Apparent Authority
    giving person authority so you are bound to his Principle cloaks you in authority.
  29. Implied Authority
    right to carry out things for expressed authority. Things necessary to carry out express authority.
  30. Express Authority
    can be verbal or in writing
  31. Vesting
    Employee has the unalterable absolute right even after he leaves. After so many years you are vested.
  32. Disparate
    Impact/Title VII
  33. Civil Rights a form of employment discrimination that results from certain employer practices or procedures that although not discrimination on their face,
    have a discriminatory effect. Not intending to discriminate, but has a disparate impact on hiring practices. Negative impact on some type of gender. Can discriminate if there is a reason occupational qualification or seniority system/merit system. Say a male lead needs to be a male.
  34. Sexual Harassment
    - 2 categories quid pro quo (condition of employment) getting the job is conditional, hostile environment. Can't allow a hostile environment to exist. Employer has responsibility that there is not a hostile work environment. Demanding of sexual favors in return for something (quid pro quo) 
  35. Workers Compensation
    • way of dealing with job related injuries. Long time ago, you were hurt, had to sue your employer, otherwise no recover. 1920's workmen’s comp. Injury happens on
    • the job. Pays wage continuation and there will be a settlement for continued disability. Gets rid of negligence. Go with negligence might get nothing.

    • No need to show negligence.  OSHA makes sure
    • there is a safe workplace
  36. Fair Labor Standards
    Act
    Concerned with regulating hours of pay. Concerned with pay for 1.5 with more than 40 hours in a week. No overtime needs to be paid to an exempt employee manager. Goes after hours of pay.
  37. Unemployment
    Compensation
    • Rate of taxes based on number of people drawing unemployment compensation. Money get
    • from government (employer paid taxes) can’t be fired for cause and get unemployment. Employer can protest.  
  38. ERISA
    Employee retirement income security act. Fiduciary duty on the company and officers to use care in handling the funds available in retirement funds.
  39. American With
    Disabilities Act -
    - Can’t discriminate against people with a disability if they can do it with a reasonable accommodation. Reasonable may depend on the size and ability of the company. Don’t need to accommodate based on illegal drug problem.
  40. Age Discrimination in
    Employment Act
    • Cannot
    • discriminate against people that are 40 years or older.
  41. COBRA
    • Law that says if you leave employment. You can continue to buy group health
    • insurance. But have to pay the whole amount. Right to do that. Can pay it retroactively.
  42. Family and Medical
    Leave Act
    • entitled to 12 weeks annually without pay to take care of a baby or sick family
    • member. Have to work there for a year. While gone employer pay fair share of benefits.
  43. National Labor
    Relations Act
    • Passed in 1935. Made it friendly environment for unions. Created the national labor relations
    • board. Employers can't interfere with pro union.
  44. Unfair Labor Practice
    business and union can participate in an unfair labor practice. Refusal to bargain. Retaliation for filing a complaint.  Fire employees that will vote for a union. Can result in a censure or declare union is OK. Union unfair can be dissolved. Must be initiated.
  45. Authorization Cards
    • How a union can get started. Card to have an election. Would like to represent the workers. Union contract good until it is over. Union supposed to bring
    • labor peace. Union can be decertified during next election.
  46. Certifications/Decertification
    cert and deceit break up union
  47. Clayton Act
    1914 puts teeth in Sherman act. Hold people criminally liable for unlawful monopolies.
  48. Tying Contracts
    Use your product to cease control by tying it to the product you are providing. Want to oil, have to buy my barrels.
  49. Group Boycott
    all stop buying from one person. Illegal group boycott if it is competitors.
  50. Price Fixing
    Meeting to discuss what prices to use between competitors.
  51. Antitrust in
    International Markets
    If a company is doing something in another company but has an impact in the US you can bring them to court in the US.
  52. Market Division
    Agreement by competition to divide markets.
  53. Horizontal Merger
    Merger across same business level
  54. Vertical Merger
    Merger up the supply chain. Different levels in the distribution.
  55. Consolidation
    Merger but a new company comes out of it. New name and entity
  56. Interlocking
    Directorate
    Monopoly or market power with directors serving on 2 corporations.
  57. Monopolization
    Firm has monopoly power in a relevant market. With intent to create a monopoly.
  58. Traditional vs.
    Chicago Schools of Anti-trust
    Traditional school favors aggressive enforcement. Chicago las se fair (prof at U of C) let the market play out.
  59. Sherman Act
    1st antitrust law went after combinations
  60. Robinson-Patman Act
    law to prevent price discrimination. Same price to similar situated buyers. Meeting competition defense can be defensible.
  61. Voluntary Bankruptcy
    All in Federal courts can’t cover debts.he filing for bankruptcy by a debtor who believes he/she/it cannot pay bills and has more debts than assets. Voluntary bankruptcy differs from"involuntary bankruptcy" filed by creditors owed money to bring the debtor before the bankruptcy court
  62. Involuntary
    Bankruptcy
    • 3 creditors can file
    • to force bank. To keep assets from disappearing.
  63. Discharge Bankruptcy
    • When it is over you
    • are relieved of your debts.
  64. Truth in Lending Act
    • requires creditors to
    • inform a consumer the true cost of credit.
  65. Fair Debt Collections
    Act
    • end abusive and
    • unfair tactics by debt collectors.
  66. Franchisee -
    sell the right to use the name, procedures and advertising. FTC regulates. Requires complete disclosure.
  67. Federal Trade Commission
    regulates franchising and deceptive advertising.
  68. Equal Credit Opportunity
    Act
    • can’t discriminate based on marital, sex, or religion, race.  May be able to ask about source of repayment.
    • That can be held against you.
  69. National
    Environmental Policy Act
    • Environmental law established the council on environmental policy. Requires environmental
    • impact statements.
  70. Clean Air Act
    is the comprehensive federal law that regulates air emissions from  stationary and mobile sources. Among other things, this law authorizes  EPA to establish National Ambient Air Quality Standards (NAAQS) to  protect public health and public welfare and to regulate emissions of  hazardous air pollutants.
  71. Fair credit reporting
    act
    • info can only be
    • provided to someone with a legitimate need to know. Consumer can be informed it
    • is a basis of denial.
  72. Trespass to Personal
    Property
    • Tort preventing
    • someone from using their own personal property.
  73. Fraud
    • Tort - Intentionally
    • misrepresenting a material fact.
  74. Strict Liability
    3 kinds of tort liablility. Strict liability is a tort for really dangerous products. Selling dynamite. Society telling in advance to figure lawsuits into your price. Product on which there is really no neglegent, but it is defective in its design. Ultrahazardous activites.
  75. Negligence Per Se
    • Negligence usually
    • has to be proved. In Per Se state if you break the law in your action that is
    • all the proof for negligence you need.
  76. Privity
    • Means you have a contractual relationship with someone. 
    • Not an exact requiremnt. Selling a product through a wholesaler. Used to be direct...now it is transfered to the direct intended user.
  77. Express Waranty -
    • Old
    • Days Caviet emptour (buyer beware) now caviet ventator (seller beware )  Express Warr - speciffically stated info about an item. The cup will be blue...if it is red it breaks the expressed waranty. Given specific assurances.
  78. Warranty of Merchantability
    This is an implied warranty. Only applies to sellers that are in regular business. Merchandise is of good quality. All are of like kind and quality. Will also be reasonably packaged.
  79. Implleid Warranty of
    fintess
    Anyone can be selling. Even Garage Sale. If the person selling it knows the buyer has a specific purpose for the goods.  He is giving them a warranty for that specific purpose.
  80. Puffing
    Statements of opinion that create no warranty - This is a Dandy Cup
  81. Eminent Doman
    5th amendment to the constitution. No taking of something without just compensation. Has to be for a public purpose. Incorporates the 14th amendment for States.
  82. Profit
    • Property terms. Write
    • to enter someones lande to take off minerals, waters, or other  items. Secured a profit (mineral rights)
  83. License
    Non posessory right. You do not have posession. You can just use it.  Privatesuite for rams
  84. Easement
    • Dont own the land in
    • any way, but they have a right to pass over under or through a property.
    • Easments for utilities. Rights are given by legislatures.
  85. Mechanics lein
    • claim of a worker or
    • vendor that has done work on your house and haven't been paid. They can put a
    • lein on the job. General contractor does not pay subs.
  86. Joint Tenancy
    • Joint tenants. They
    • all own the whole thing. The person survives they get it.
  87. Tenany InCommon
    • If you die - divided
    • to survivors or family members.
  88. Fixture
    Moveable. What did the owner consider it to be, what was its function? How secure is it. Determines if it comes with the land
  89. Fee Simple Absolute
    • Highest form of
    • ownership. can do anything you want with it.
  90. Life Estates
    Passed on during death only. Can partion it out. No right to it until death. When they die it reverts back
  91. Warranty Deed
    • warrent the deed that
    • it is good.
  92. Quick claim
    seller is selling their interests in the deed. Quick claim deed to anything. Can Sell SLU.  Can have very little value or a lot of value.Allows a seller that doesn't have good warrented title. Lived there for 50 years with no title. Has right to the property.
  93. A lease assignment
    Have a lease and assign it to someone else. They will have the rights and interests. Landloard can still go after first leasee sp? No intent to return
  94. Sublease
    • Lease with intent to
    • return. Or give up partial lease.
  95. Gift Inter Vivos
    • Must be done with
    • intent. And have handed it to you and acceptance. You can't come back and take
    • it back.
  96. Gift Causa Mortis
    In contemplation on death. In battle fields. Think they are going to die. They do after they give the gift.  In that situation if he doesn't die. It is not a completed gift.
  97. Bailments
    • A
    • property concept. You give property to someone to hold. Hand on to this for me. If the balment was for the benifit of the Bailie - then you have a high duty of care. Rental - ordinairy and mutual duty of care  For bailies benifit - low level of care.
  98. Copyright
    tangable meadium of expression. Valid for the us will protect the tangible expression of an idea
  99. Trademark
    • any word letter number or picutre to designate someones goods.                                                                                                                       
    •                                                                                                                                         
  100. Patent
    • Federal goverment legaly confirs a legal monopoly for a new product or impovement to something.
    • Must be noval not apparent and have utility.
  101. Trade Secret
    • Protecting formulas.
    • Has protection for trade secrets. Formula customer list that has been held in
    • secret
  102. Infringement
    • Any time you are inturding on one of the patents or . Violation that gives rise to
    • damages (lost business) or a siese and desist.
  103. Dilution
    • lessening of a
    • trademark by using something similar.

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