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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.
Cyber Squatting -
- 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
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.
To dissolve a corporation. Pay off all the bills and distribute all the assets to shareholders. Winding down of a partnership or a corporation.
Duty of Care -
Directors are charged with exercising their independent judgment there is a shield that individuals can’t go after personal assets.
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.
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.
- 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
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
Board of Directors
Run the corporation. Can’t have a conflict of interest. Elected by the shareholders. Must exercise due care.
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.
- 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.
- the corporation gets taxed pays shareholders a dividend - get taxes a second
- time. Planning avoiding double taxation.
- 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
common stock. Ownership of the company.
Fixed Income Security
- 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.
Securities Act of 1933
Regulating primary issues of securities. For new issues of stock.
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
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.
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.
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)
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.
Duties of Employer
- provides a safe place to work and tools to do the job
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.
Give someone power/cloak them in authority. Can terminate the agency. Termination automatic if the principle dies.
Latin for let the master respond. The employer is responsible/liable for negligence during the scope of employment. Responsible for torts of the employee.
giving person authority so you are bound to his Principle cloaks you in authority.
right to carry out things for expressed authority. Things necessary to carry out express authority.
can be verbal or in writing
Employee has the unalterable absolute right even after he leaves. After so many years you are vested.
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.
- 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)
- 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
Fair Labor Standards
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.
- 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.
Employee retirement income security act. Fiduciary duty on the company and officers to use care in handling the funds available in retirement funds.
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.
Age Discrimination in
- discriminate against people that are 40 years or older.
- 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.
Family and Medical
- 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.
- Passed in 1935. Made it friendly environment for unions. Created the national labor relations
- board. Employers can't interfere with pro union.
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.
- 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.
cert and deceit break up union
1914 puts teeth in Sherman act. Hold people criminally liable for unlawful monopolies.
Use your product to cease control by tying it to the product you are providing. Want to oil, have to buy my barrels.
all stop buying from one person. Illegal group boycott if it is competitors.
Meeting to discuss what prices to use between competitors.
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.
Agreement by competition to divide markets.
Merger across same business level
Merger up the supply chain. Different levels in the distribution.
Merger but a new company comes out of it. New name and entity
Monopoly or market power with directors serving on 2 corporations.
Firm has monopoly power in a relevant market. With intent to create a monopoly.
Chicago Schools of Anti-trust
Traditional school favors aggressive enforcement. Chicago las se fair (prof at U of C) let the market play out.
1st antitrust law went after combinations
law to prevent price discrimination. Same price to similar situated buyers. Meeting competition defense can be defensible.
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
- 3 creditors can file
- to force bank. To keep assets from disappearing.
- When it is over you
- are relieved of your debts.
Truth in Lending Act
- requires creditors to
- inform a consumer the true cost of credit.
Fair Debt Collections
- end abusive and
- unfair tactics by debt collectors.
sell the right to use the name, procedures and advertising. FTC regulates. Requires complete disclosure.
Federal Trade Commission
regulates franchising and deceptive advertising.
Equal Credit Opportunity
- 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.
Environmental Policy Act
- Environmental law established the council on environmental policy. Requires environmental
- impact statements.
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.
Fair credit reporting
- info can only be
- provided to someone with a legitimate need to know. Consumer can be informed it
- is a basis of denial.
Trespass to Personal
- Tort preventing
- someone from using their own personal property.
- Tort - Intentionally
- misrepresenting a material fact.
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.
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.
- 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.
Express Waranty -
- 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.
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.
Implleid Warranty of
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.
Statements of opinion that create no warranty - This is a Dandy Cup
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.
- Property terms. Write
- to enter someones lande to take off minerals, waters, or other items. Secured a profit (mineral rights)
Non posessory right. You do not have posession. You can just use it. Privatesuite for rams
- 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.
- 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.
- Joint tenants. They
- all own the whole thing. The person survives they get it.
- If you die - divided
- to survivors or family members.
Moveable. What did the owner consider it to be, what was its function? How secure is it. Determines if it comes with the land
Fee Simple Absolute
- Highest form of
- ownership. can do anything you want with it.
Passed on during death only. Can partion it out. No right to it until death. When they die it reverts back
- warrent the deed that
- it is good.
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.
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
- Lease with intent to
- return. Or give up partial lease.
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.
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.
- 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.
tangable meadium of expression. Valid for the us will protect the tangible expression of an idea
- any word letter number or picutre to designate someones goods.
- Federal goverment legaly confirs a legal monopoly for a new product or impovement to something.
- Must be noval not apparent and have utility.
- Protecting formulas.
- Has protection for trade secrets. Formula customer list that has been held in
- Any time you are inturding on one of the patents or . Violation that gives rise to
- damages (lost business) or a siese and desist.
- lessening of a
- trademark by using something similar.