...DUE DILIGENCE MEMORANDUM TO: JJJ Company FROM: Riordan Manufacturing DATE: September5, 2012 RE: JJJ Company to complete the Due Diligence to complete by- Setember5, 2012- For any transaction takes place. As a result to the investigation of the proposed acquisition, Riordan Manufacturing needs more information from the company to make a firm decision on behalf of the company. Please provide us with the information stated below. Please note this memorandum is designed so you can indicate your response on the form, in substantial time frame. Accordingly, please check all appropriate boxes to the right that apply to you as indicated in the request make sure to indicate whether the boxes is applicable or not applicable and relevant documents or explanation is enclosed. To make sure your response item satisfies the responses request in other items, please so states. Unless something else different is stated, please enclose all requested information for your company and all of its subsidiaries. Make sure that all documents are completed and sign on the last page as indicated in the request and return a copy with the memorandum to Riordan Manufacturing, along with the applicable documents. When sending the documents to the company makes sure to retain a copy to help facilitate the preparation of the schedules to the definitive purchase agreement. All information that is provided will be treated...
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...DUE DILIGENCE MEMORANDUM TO: JJJ Company FROM: Riordan Manufacturing DATE: September5, 2012 RE: JJJ Company to complete the Due Diligence to complete by- Setember5, 2012- For any transaction takes place. As a result to the investigation of the proposed acquisition, Riordan Manufacturing needs more information from the company to make a firm decision on behalf of the company. Please provide us with the information stated below. Please note this memorandum is designed so you can indicate your response on the form, in substantial time frame. Accordingly, please check all appropriate boxes to the right that apply to you as indicated in the request make sure to indicate whether the boxes is applicable or not applicable and relevant documents or explanation is enclosed. To make sure your response item satisfies the responses request in other items, please so stated. Unless something else different is stated, please enclose all requested information for your company and all of its subsidiaries. Make sure that all documents are completed and sign on the last page as indicated in the request and return a copy with the memorandum to Riordan Manufacturing, along with the applicable documents. When sending the documents to the company makes sure to retain a copy to help facilitate the preparation of the schedules to the definitive purchase agreement. All information that is provided will be treated...
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...Biz Law Assignment: A) Mcdonald’s 1) - Civil law – mcd staff should hazard sign to warn passer-by about the spill. - Tort law – a spill at the front of Mcd’s cause the cleaner to fall and suffer injury. - Contract law – the building has a system that whenever there is a spill, the cleaner should stop and mop the mess. Breach the law because she is not aware and cause the incident to happen herself. 2) = Organise and plan with reasonable certainty all the contract. - The building has an appropriate system in place to deal with the spill such as stop, putting a hazardous sign to warn customers first as well as to clean up the mess. = Lay down the rights, duties and powers of members of different classes and groups = The law defines the right and duties of an employee: rights (work in a safe work environment); duties (to come to work, do your job, act in the best interests of your employer) o The law defines the right and duties of an employer: rights (for your employees to come to work, do their job, act in your best interest); duties (pay employees for their, provide a safe work environment) - The building has an appropriate system in place to deal with the spill such as stop, putting a hazardous sign to warn customers first as well as to clean up the mess. =Permit, encourage, forbid or discourage particular activities. * Encouraged to put up a hazard sign on spilt area. * Encouraged to wear safety shoes during working hours to prevent...
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...Write a 4-6 page paper based on your answers to the following questions. Utilize the Showalter textbook and at least two (2) other resources to support your answers. Identify and explain the four elements of proof necessary for a plaintiff to prove a negligence case. Explain how the standard of care can be proven. In the standard of care, there is a certain and prudent kind of way that all persons involved should behave in a given circumstances. The duty of due care requires them to be prudent and act with care in order the patients to be safe. The definition given by a legal dictionary (Hill & Hill; 1981-2005) was that: “standard of care is the watchfulness, attention, caution and prudence that a reasonable person in the circumstances would exercise. If a person's actions do not meet this standard of care, then his/her acts fail to meet the duty of care which all people (supposedly) have toward others. Failure to meet the standard is negligence, and any damages resulting therefrom may be claimed in a lawsuit by the injured party. The problem is that the "standard" is often a subjective issue upon which reasonable people can differ”. As the definition explained above whenever a person fails to behave as a reasonable and prudent person, he automatically commits a breach of duty. But in the other hand, a standard of care can be proven when there is duty of care which requires all persons to conduct themselves as a reasonably prudent person would do in similar circumstances...
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...PA-310 Unit 1 Causes of Action Tort laws are laws that offer remedies to individuals harmed by the unreasonable actions of others. Tort claims usually involve state law and are based on the legal premise that individuals are liable for the consequences of their conduct if it results in injury to others. Tort law only requires 4 elements to be shown. The first one is that the tortfeasor owes the injured party a duty to do something or not to do something; two is that tortfeasor breached the duty, based on the applicable standard of care that he/she is owed; three is that tortfeasor action or inaction is the proximate cause of the injured party's injury; four is the injured party has in fact suffered some type of injury (physical, mental, monetary). In the scenario case of the Rob Jr. v Church of the Divine Light, there are many causes where the family can be compensated for damages of intentional. Some of the causes that Rob Jr. can take against the Church of the Divine Light are mental stress because Rob Jr. was brained washed by the Church of the Divine Light and took several weeks for him to recover his sanity, false imprisonment because the Church of the Divine Light tricked Rob Jr. believing he would go to hell if he left the church, and that that was his new family and that his family did not care for him any longer, intentional infliction of mental distress, and emotional stress because of the recovery of being brainwashed, and to understand that his true family...
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...Chapter 10 Product Liability I. Definition of Product Liability Manufacturers and anyone in the chain of product distribution can be legally liable for defective products that cause injury to the purchaser, a user or bystander, or their property. Most states have adopted strict product liability, whereby an injured person may recover damages without showing that the manufacturer was negligent or otherwise at fault without a contractual relationship. II. Theories of Recovery The primary theories on which a product liability claim can be brought are breach of warranty, negligence, and strict liability. A. Breach of Warranty In a warranty action, the question is whether the quality, characteristics, and safety of the product were consistent with the implied or express representations made by the seller. 1. UCC Warranties may be either express or implied for merchantability or fitness for a particular purchase, as set forth in Chapter 8. 2. Privity of Contract Breach-of-warranty is based on contract law. Generally, an injured person to recover for a breach of warranty, he must be in a contractual relationship (privity) with the seller (a consumer or buyer of the product) and prevents recovery from bystanders not in privity with the seller. B. Negligence To prove negligence in a product liability case, plaintiff must show defendant did not use reasonable care in designing or manufacturing its product or in providing adequate warnings...
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...give an individual, business, product, group, government, or nation a negative image. Defamation is the publication of a statement which refers on a person’s reputation and tends to lower him in the estimation of right-thinking members of society generally or tends to make then shun or avoid him. [1] The tort of defamation protects a person’s interest in his reputation. If the defendant had made an untrue statement, or what amounts to a statement, which is defamatory of the plaintiff, the plaintiff has a right of action against him unless the defendant can establish one of the special defenses available to an action for defamation. Since the tort of defamation protects the plaintiff’s reputation, and since reputation depends on what other people think of the plaintiff, the publication of the statement by the defendant to persons other than the plaintiff himself is an essential part of the tort –the purpose of the tort is not to protect the injured the feelings of the plaintiff. The tort goes beyond protecting their mere personal reputation of the plaintiff and extends to the protection of the reputation of his commercial and business undertakings. The rules of the tort represent an attempt to strike a balance between two important and often competing interests, the public interest in freedom of speech and the private interest in marinating one’s reputation. The difficulty of achieving this balance is perhaps indicated by the fact that, though liability for a defamatory statement...
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...IN THE UNITED STATES DISTRICT COURT FOR THE CENTRAL DISTRICT OF ILLINOIS JUSTIN KING ) ) PLAINTIFF, ) ) CIVIL ACTIONS NO: ____________________ vs. ) ) ) JUDGE: _____________________________ ANHEUSER BUSCH and ) FRANK CUELLAR ) ) DEFENDANT ) COMPLAINT COMES NOW, plaintiff, Justin King and for his complaint, alleges as follows: 1. Plaintiff, for all times mentioned herein, was a resident of the County of Paxton, State of Illinois. 2. Plaintiff is informed and believes and thereon alleges that defendant, Anheuser Busch, was and is a business primarily operating out of the County of St. Louis, State of Missouri. 3. This is an action for damages in excess of $75,000.00, as required by 28 USC 1332. 4. Plaintiff is informed and believes and thereon alleges that at all times and places herein mentioned defendant, Frank Cuellar, was operating a certain 1992, Nissan UD2000 B, 24ft straight truck, WHITE in color, PLATE NO. 07 MO 968-7RL., fully loaded with cases of Anheuser Busch product. 5. At all times herein mentioned plaintiff was and now is the owner of a certain 2006, Harley Davidson X-73, motorcycle, BLACK in color, PLATE NO. 07 MO 327-HP8 6. At all times herein mentioned Interstate 57 was and now is a public highway running in a general northerly and southerly direction. 7. On or about the 8th day of April, 2004 plaintiff was operating his automobile in a prudent and careful manner in a general...
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...JPMorgan Chase Bank Risks Abstract: Fraud has remained a predominant factor in the trade of stocks, shares and other securities because of its unpredictability. The government has laid down many structures and developed enormous laws and enforcement agencies to handle the same. JPMorgan investment bank stands as an example of how hard it is to combat high-risk gambling, given that a bank of its standing and success could fall a victim of the same, notwithstanding the implication of its Chief Investment officer in the same. The essence of this is to show the challenges that the administrative agencies are faced with, and the actions and strategies they have laid down to deal with such incidences. In addition, it shows the centrality of the investor, and the financial institutions, in entering into a contract. There are several key elements to be considered in entering into a contract and it is important that all are adhered in order to ensure that both parties are well protected. They should be entered into in good faith, and as such, there are regulations that determine whether the investor had full disclosure on the investment they were entering into. Shares and securities of JPMorgan investment bank plunged down at an alarming rate after the company announced that it had made losses amounting to over $2 billion, with speculation that the losses could rise to over $7 billion (Leo, 2013). These enormous losses have in particular...
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...irresponsibility can cost businesses greatly or be forced to close (Business Regulation Simulation, 2009). It is important to identify, manage, and correct torts and regulatory risks for Alumina, Inc. so legal issues do not arise in the future. Alumina, Inc. is a $4 billion dollar USA-based industry leader in Aluminum making. They operated in eight countries around the world. The US accounts for seventy percent of its sales. Their business interests are in: automotive components, manufacturer of packaging materials, and aluminum smelting. Alumina falls under jurisdiction of Region 6 of the EPA. A tort is the French word for a “wrong.” The law provides remedies to persons and businesses that are injured by the tortuous actions of others (Cheesman, 2010). Kelly Bates claims Alumina did not comply with the Environmental Protection Agency (EPA) legal limit of producing PHA. The drinking water in Lake Dira was found to be unsafe, which caused leukemia in her 10 year old daughter. The plaintiff has filed a million dollar personal injury lawsuit against Alumina to recover punitive damages (Business Regulation Simulation, 2009). Two of the possible tort violations in this simulation are negligence and liability. The potential for negligence in this case must be proven to contain breach of duty and duty of care. The liability tort must prove failure to protect and failure to warn. Alumina, Inc. has a clean record in compliance issues except the violation that took place five...
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...* Duty of care and dillgence – statute law – s180 * S588G imposes a duty upon directors to prevent their company trading whle it is insolvent . s588G requires directors to be continually monitoring the financial status of their coy (* only apply to directors) * S181 – duties to act in good faith in the interest of coy and for a proper purpose * S 191 – duties to avoid conflicts of interest * S182&S183 – not to make improper use of position or information (* apply to employee) * S9 – define officer of coy- have management responsibility relation to a coy in financial difficulties * Generally the duty will be owed to the members as a collective whole (not a minority) that should be considered by directors: * Generally there will be no duty owed to individual shareholders; The director needs to have been in direct and close contact with the individual member so that the director caused the member to act in a certain way which turned out to be detrimental to them: Here, the facts are similar to Brunninghausen v Glavanics, where a fiduciary arose to the individual. In that case there were only 2 shareholders (both were directors also), and B convinced G to sell their shares and resign as director so that B could act on an offer of sale (unknown to G). An individual fiduciary duty was found because G was the company, aside from B, and G relied on B for information about the company. Our situation is similar in that [reasons] and therefore [director]...
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...Examines the legal environment of business, the sources of American law, and the basis of authority for government to regulate business. Provides a survey of tort law, contracts and the UCC, and the federal and state courts. INSTRUCTIONAL MATERIALS Required Resources Bagley, C. E., & Savage, D. W. (2010). Managers and the legal environment:2010 custom edition (6th ed.). Mason, OH: South-Western Cengage Learning. Supplemental Resources Fischbach, J., & Fischbach, M. (2005). Rethinking optimality in tort litigation: The promise of reverse cost-shifting. BYU Journal of Public Law, 19(2), 317-351. Kalen, S. (2008). The transformation of modern administrative law: Changing administrations and environmental guidance documents. Ecology Law Quarterly, 35(4), 657-720. Ward, E. (2007). Mandatory court-annexed alternative dispute resolution in the United States federal courts: Panacea or pandemic? St. John’s Law Review, 81(1), 77-98. COURSE LEARNING OUTCOMES 1. Describe the legal environment of business, the sources of American law, and the basis of authority for government to regulate business. 2. Explain basic court procedures, types of courts, and alternative dispute resolution methods. 3. Describe the elements of a contract and explain the basic provisions of contract law relative to offer, acceptance, capacity, legality, fraud, third-party rights, performance, and breach of contract. 4. Explain the components of the Uniform Commercial Code (UCC) relative to sales and lease...
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...Professional Responsibility Mulligan versus Friedman perspectives on moral business decisions * Mulligan: Execs have most knowledge and will be better at at analyzing problems and implementing solutions * Friedman: Execs are not competent to solve moral problems – should be left to governemtn Director/Officer “Duty of Due Care Standard” in the Business Judgment Rule Statutory duty to act: 1. “In Good Faith” – NO SELF INTEREST 2. “With Care of an ordinarly prudent person” BE INFORMED 3. “In manner reasonably believed to be in best interest of corporation” Comparison to a Professional’s “Duty of Due Care”: 1. Duty of Care 2. Breach of duty of care by a reasonably prudent professional 3. breach causes damages that were foreseeable. 4. Negligence Theory: , Can negligence be criminal—US v Parks case Yes! If informed of an issue, should follow through and ensure action was taken (supermarket example) States’ Differing Public Policy on role of stakeholders in making a decision that is in the best interests of the company * Half of the states say the officers and directors can take into account stockholders and other stakeholders (employees, customers, supplies, communities). * Pennsylvania and Indiana allow officers to place the interests of stakeholders above stockholders Why most companies choose Delaware to incorporate Management friendly. Example: business judgement rule Drucker’s Aristotelian...
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...Question 1 Paul Price is clearly concerned about the Tefal Actifry. Explain to Paul Price about his rights regarding the Sale of Goods Act 1979 (amended). In your answer you are required to refer to the relevant sections of the Sale of Goods Act (SOGA) and relevant case law. Assuming the shop where the purchase was made had included an exclusion clause limiting liability briefly explain whether the company could rely on this clause. Q1) The problem encountered in this case concerns Paul Price and the multinational company Tefal, in particular with their new product the “actifry”. Paul has bought the actifry relying on Tefal’s suggestion that their new product was “low fat, easy to clean and safe” but unfortunately he found out the hard way that their latest statement was not exactly right. As a result of the accident happened when his actifry caught fire due to a ventilation deficiency while being used Paul is interested in his rights regarding the Sale of Goods Act 1979. According to section 13 of the SOGA 1979 there is a breach of contract if a good purchased in England, Wales and Northern Ireland does not correspond with the description given by the seller s.13(1), in this case Tefal’s statement that the product was safe did not correspond to reality, Paul relied on the company’s reputation and was mislead in buying the actifry. In the case of Beatle v Taylor (1967) 3 All ER 253 where the claimant had bought a car that did not correspond to the description...
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...Ethic at Work Name: Professor: Institution: Course: Date: Possible violations if complaint is true The likely violations if the grievance is real would fall under intentional torts and in particular the invasion of privacy. Under intentional torts there are four limbs of privacy torts. These are appropriation, intrusion, false light and public disclosure of embarrassing private facts. However, the fact pattern that is depicted in the case scenario discloses an element of intrusion which is an electronic, physical or mechanical intrusion in another person’s private space (McWay, 2010). This form of tort requires that the complainant show that there was a wrongful intrusion into private concern. In essence, the invasion of privacy encompasses a person intruding into the private activities of another in a manner that is offensive to a person of reasonable sensibilities. As such, the most conceivable violation by the physician who accessed the electronic medical record of another is the deliberate invasion of privacy. Further information the HIM director needs to acquire to verify the complaint Further information and key issues that a HIM director needs to obtain once the complaint is forwarded include establishing whether there are any potential witnesses, documents for review, whether the aggrieved physician had reasonable expectation of privacy and that the privacy was breached. These factors...
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