...companies in difficulty or in crisis Governance and ethical issues relating to business • • • • Chapter 1 The English legal system The English legal system • Criminal law vs Civil law The main English civil courts • • • • House of Lords Court of Appeal County Court High Court of Justice Other courts • • • • Magistrates’ Court Employment Appeal Tribunal European Court of Justice European Court of Human Rights Chapter 2 Sources of English law Sources of English Law Case law Common law Legislation Direct legislation Indirect legislation Equity Sources of English Law • Literal rule • Golden rule • Mischief rule Chapter 3 Human rights Human Rights Act 1998 Purpose Derogation Human Rights Act 1998 Convention law Incompatible with convention Chapter 4 Formation of contracts Definition of contract A valid contract is a legally binding agreement, formed by the mutual consent of two parties. Essentials of a contract Three essential elements: • Agreement made by offer and acceptance • Consideration • Intention to create legal relations Definition of offer An offer is a definite and unequivocal statement of willingness to be bound on specified...
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...1895 a company once incorporated becomes an independent entity free from its shareholder. A company can own property transact its own business and own property in its own name. Once established, company shareholders have limited liability to the extent of their shareholding. The responsibilities of a company are carried out by its board of directors. The board is mandated to carry out the transactions of the company while observing due care and diligence. In the event of insolvency, directors are required to take all the necessary steps towards protecting the assets of the company. At this juncture, they have a fiduciary responsibility to the creditors of the company. A director will be held personally liable in the event of fraudulent and wrongful trading by the directors. A director who has self interest or biased towards particular creditors may be liable for damages incase the company is wound up. Introduction Facts and Issues from the Story Dart Limited (“company”) a company listed in the Australian security exchange was performing well till the y mid 2007, where it incurred a substantial debt to various banks. To reduce the debt, the company began selling assets. From early 2008, the expenses of the company exceeded the available recurrent income. The monthly interest payable to the banks was running at about $1 million, or $12 million per year, and corporate overheads (such as rent) totaled about $500,000 per year. Predicted cash receipts from the company’s only ongoing...
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...Question 1 A state’s legislature recently passed a law that requires doctors to show women images from sonograms play fetal heartbeats aloud and describe the features of fetuses at least 24 hours before abortions. There are exceptions in cases of rape, incest, fetal deformity and for women who travel great distances to a doctor. Discuss the following: (1) Who has standing to sue to challenge this law? (2) What legal issues might be raised as a basis to challenge this law? (3) What legal philosophy best support this law? (4) What legal philosophy best challenge this law? (5) What source of law(s) are relevant to this issue? Standing to Sue means “A legal requirement that an individual must have a sufficient stake in a controversy before he or she can bring a lawsuit (Miller & Cross, 2014). In simple words it means who ever is filing the lawsuit should have suffered or must have been threatened by a harm. Also a person can have standing to sue on behalf of another individual for example a mentally incomepetent person or for a minor. It also requires that the controversy needs to be substantial than a hypothetical contoversey i.e. Justiciable Controversy. In this Sonogram case the doctors are responsible and liable to perform an ultrasound and describe about the fetus and medical risks involved with them before they get an abortion. I think both the patient and the doctor or a group of doctors can chaallenge this law as they all have the standing to sue in this...
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...Affidavit: Sworn written statement, printed declaration or statement of facts confirmed by the oath or affirmation of the party making it before a notary or other authorized officer. Under writing: Process of evaluating a loan application to calculate risk of lender. Obligee: receiver of a promise Obligor: person who makes a promise Administrator: a person who carry out a person property who left no will. Mortgage: Transfer or pledge or real estate as security for the payment of a debt. Motrgagee: Lender in a mortgage loan transaction Mortgagor: Borrower who transfer their property as security for a loan; the holder of a mortgage. Will: Document directing the disposal of ones property after death. Witness: To write ones name to a deed, last will or other documents for the purpose of declaring its authenticity and proving its execution. Binder: Agreement secured by a deposit in which someone offers to buy real estate. Vested: Person who has a right to use portion of a fund. Ex: retirement fund. Verify: To confirm Venue: A court with jurisdiction; or location where a notarial act takes place Note rate: Interest rate on a promissory note Guarantor: Person who makes a promise to be responsible for the debt of another if they fail to pay their on time. Contingency: Condition that must be met before a contract is legally binded. Quiet title: declares a person is the legal owner of a real property dispute. Quit claim: Grantor disclaims any interest in real estate...
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...open. BusinessDictionary.com states that a whistle blower is a person who discloses improper or criminal activity within an organization. Finally, under Sarbanes Oxley, “A “whistleblower” is someone, usually an employee, who reports an employer who has broken the law to an outside agency.” Under this very important act, whistleblowers are protected by federal and state laws. Employers may not retaliate against them for reporting misconduct. Whistleblowers may not be fired or otherwise mistreated, and in some instances the government may reimburse them for costs incurred as a result of reporting. Most importantly, the federally enacted statute of Dodd – Frank defines a whistle blower as, “Any individual who provides . . . information relating to a violation of the securities laws to the Commission in a manner established, by rule or regulation, by the Commission.” There are two types of whistle blowers: external and internal. An internal whistle blower is a person who reports misconduct on a fellow employee or superior within their company. One important ethical question with respect to internal whistleblowers is why and under what circumstances people will either act on the spot to stop illegal and otherwise unacceptable behavior or report it? Conversely, an external whistle blower reports inappropriate conduct to an outside source. These sources include but are not limited to lawyers, the media, law enforcement or watchdog...
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...Sarbanes-Oxley Act (SOX) of 2002 LAW/412 July 25, 2014 Instructor Jacques Ward Congress Should Repeal the Sarbanes-Oxley Act Most commentators agree that the SOX Act provided the most sweeping and comprehensive amendments to the ’33 and ’34 Acts in securities law history. (Melvin, 2011 pg. 423) On the other hand, William A. Niskanen believed different. Individuals found it difficult to swallow the Act because it was believe to only be enacted so government official could feel better about confronting only a few points of popular concern instead of resolving the matter. According to Niskanen the SOX act of 2002 is unnecessary, harmful, and inadequate (Niskanen, 2006). Lengthy terms of incarceration and seizure of personal property are penalties under the SOX Act. The act was viewed as unnecessary because the stock exchange had already put into action a policy to address most of the problems given in the SOX Act. Those policies include accounting standards, prosecution for fraud, audits, and financial reporting procedures. Officials believed that both acts handled the same issues. Therefore; congress should deem the SOX act of 2002 unnecessary. The SOX act of 2002 was regarded as damaging because it would “reduce the incentive of corporate executives and directors to seek legal advice” (Niskanen, 2006). It was also seen as prejudicial because it created prohibitions on loans to corporate officers that would create complications for reparation. The act was considered to...
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...Andrew Jackson was the seventh president of the United States. Jackson was born March 15, 1767 in the Waxhaw settlement. He was in office in 1829 through 1837. Andrew Jackson done some very good benefits for the country, however, he also made some imperfect decisions. Jackson worked really hard to advance socially and politically. People are confused whether if he was a good or bad president. One of Andrew Jackson’s greatest accomplishment was he paid off the national debt. He was the first and only president who paid off the whole National debt. Jackson didn’t just hate the federal debt; he hated all debt. It lasted just one year. He didn’t like the bank because he thought it was corrupt. The bank owners would favor the rich people into...
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...Forms of Business Lurene Flynn Law/531 October 24, 2011 Christine J. Benway, J.D. Instructor Forms of Business Determining the type of business to open is very important in order to know the business form that will be used. Knowing the business structure is important because it determines how the business income will be taxed. This paper will discuss the different forms of business, give examples of each form, and justify why the corresponding business form is preferred. Sole proprietorship according to Cheeseman (2010) is the form of business in which the owner is actually the business: the business is not a separate legal entity (Cheeseman, 2010, p. 530). “An individual starts the business in his or her own name and does not require any special legal organization beyond the normal requirements such as licenses or permits” (Georgia Trend, 2006/2007, p. 34). Beauticians are great examples of a sole proprietorship. Beauty shops are usually owned by one person, while having other people working in them.This type of business form is preferred by beauticians or a plumber because it is easy, no formalities, and most importantly no federal or state government approval is required. According to Cheeseman (2010) the owner has the right to make all management decisions concerning the business, including those involving hiring and firing employees (Cheeseman, 2010, p. 530). A sole proprietor owns all off the business therefore he or she receives...
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...IRAC Brief: JP Morgan Chase Settles the London Whale This is a case study analysis of a current legal case regarding the governance principles of regulatory compliance and the methods used to manage risk arising. The briefing of this case will utilize the IRAC method of case analysis to give a breakdown on the case of JP Morgan Chase on regulatory violations and risk management. The IRAC method will address I - Issue, R - Rule, A - Analysis, and C - Conclusion which will provide a researched assessment of the trading loss violations on this case. Please read and review this analysis of the case utilizing IRAC method of case analysis. Issue JP Morgan Chase permitted traders in its London office to allocate magnified values to transactions and cover up huge losses as they continued to explode. Two traders could face criminal charges for fabricating records to cover up losses. JP Morgan’s charge to the $6 billion oversight in trading loss is the first for a main company since the Securities and Exchange Commission revised its practice of letting firms pay fines without admitting fault. An admission by JPMorgan could provide a pattern for pursuing other admissions in Wall Street cases. The Justice Department is aggressive in getting JPMorgan to admit that from 2005 to 2007, it sold mortgage securities to investors without fully warning of the risks. By wanting the bank to admit some responsibility, officials hope it will caution other corporations to double check before taking...
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...For a contract to be valid it must have the following characteristics: 1. Offer and acceptance A contract is formed when an offer by one party is accepted by the other party. An offer must be distinguished from mere willingness to deal or negotiate. For example, X offers to make and sell to Y calendars featuring Australian paintings. Before any agreement is reached on size, quality, style or price, Y decides not to continue. At this stage, there is no legally binding contract between X and Y because there is no definite offer for Y to accept until the essential terms of the bargain have been decided. An offer need not be made to a specific person. It may be made to a person, a class of people, or to the whole world. An offer is a definite promise to be bound, provided the terms of the offer are accepted. This means that there must be acceptance of precisely what has been offered. For example, a used car dealer offers to sell B a Holden panel van for $1,000, without a roadworthy certificate. If B decides to buy the Holden panel van, but insists on a roadworthy certificate being provided, then B is not accepting the used car dealer's offer. Rather, B is making a counter offer. It is then up to the used car dealer to accept or reject the counter offer. A person can withdraw the offer that has been proposed before that offer is accepted. For withdrawal to be effective, the person who has proposed the offer must communicate to the other party that the offer has been withdrawn....
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...to weigh the advantages against the dis-advantages. In my opinion, corporations should consider political strategies as an essential part of their business tools. The actual and potential impact that governments have on corporations is incentive enough for them to keep informed of the different governmental, social, public, and economic issues, regulations, policies, forums, tactics, and processes that will affect them now or in the future (Hillman, Zardkooh, & Bierman, 1999). Corporate Political Strategies Corporate political strategies are strategies used by corporations to influence public policy, hopefully in a favorable way. There strategic aims are to further specific interests by getting governmental officials to listen to and act in accordance with the preferences of the corporations. There is a very slim chance of finding any business today that has not been affected by the government in one way or another, even those with the best competitive strategies, abundance of resources, and/or superior products and services. Therefore implementing effective political strategies help corporations in obtaining and maintaining advantages against their competitors and to also achieve and maintain higher performance levels. Because of the uncertainties in the political systems (caused by the size and capacity of the government to regulate its policies, which are constantly growing and changing), management should also learn coping mechanisms to deal with these uncertainties....
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...in the corporation, and managed by (i) a board of directors elected by the shareholders and (ii) officers employed by the board of directors. SOLE PROPRIETORSHIP: PROS AND CONS Advantages: a proprietorship is easy and inexpensive to form; the proprietor receives all of the profits; the owner has the maximum degree of control over business decisions; and the proprietor may establish a tax-exempt retirement account. Disadvantages: the proprietor has unlimited personal liability for any losses or liabilities incurred by the entity; the entity will not survive the proprietor’s death, disability, or retirement; and the proprietor may only raise capital for the business out of his personal funds and from loans others are willing to make based on his personal liability. FRANCHISE RELATIONSHIPS Franchise: A relationship where the owner of a trademark, trade name, or copyright (the franchisor) allows another person or entity (the franchisee) to use that trademark, trade name, or copyright, under...
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...Law 531/ Business Law Legal Forms of Business As an entrepreneur one of the most important decision to make, when starting a business is the legal form of the business. In making this decision many factors are taken into consideration, such as financial resource for business, government rules and regulation, and personal liability. In this paper a discussion regarding the different forms of business including scenarios of these form and explanation on why this corresponding business form is preferred. Sole Proprietorship According to Cheeseman (2010), a sole proprieship is the simplest form of business organization and there is no separate legal entity. (p. 530). Under sole proprietorship the business is owned and executed by a single person. The proprietor makes all the management decisions and has authority to receive profits. Sole proprietorship business could easily be sold or transferred if the owner choose, no other approval is necessary. Scenario: A small neighborhood businesses, sometimes called, neighborhood store, are an example of sole proprietorship. Creating a sole proprietorship is easy and low cost with no government approval is required at the federal and state level. A license to do business within the city is required at the state level. This form of business is excellent for a person with limited amount of money to start a small business, Sole proprietorship is responsible for business’s contract and torts committed, The sole proprietorship has...
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...Partnership Act 1892 Preamble WHEREAS it is expedient to declare and amend the law of Partnership: Be it therefore enacted by the Queen's Most Excellent Majesty, by and with the advice and consent of the Legislative Council and Legislative Assembly of New South Wales in Parliament assembled, and by the authority of the same, as follows: Part 1 – Preliminary 1A Name of Act This Act may be cited as the Partnership Act 1892. 1B Interpretation (1) In this Act:"business" includes trade, occupation and profession."Court" means the court having jurisdiction in the case concerned."general partner" is defined in section 49."incorporated limited partnership" is defined in section 49."limited partner" is defined in section 49."limited partnership" is defined in section 49. (2) In this Act, a reference, in relation to an incorporated limited partnership, to the partnership or the firm is a reference to the incorporated limited partnership as a separate legal entity and not to the partners in that partnership. (3) Notes included in this Act do not form part of this Act. 1C Application of laws of partnership to incorporated limited partnerships Except as provided (whether expressly or by necessary implication) by this Act or any other enactment, the law relating to partnership does not apply to or in respect of an incorporated limited partnership, the partners in an incorporated limited partnership or to the relationship between an incorporated limited partnership and...
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...School of Law, ChristUniversity LAW OF TORTS SCOPE AND EVOLUTION OF JOINT TORTFEASORS ANANTH KAMATH M 1416016 I BA.LLB ‘A’ Introduction Joint tortfeasors are two or more people who negligently act as a group to cause damages to another person. Joint tortfeasors are generally all responsible for the damages, meaning all individuals involved in the action are equally responsible to paying for the damages regardless if someone had more involvement than another individual. The joint tortfeasors will be held collectively responsible for their actions. Joint tortfeasor at common law Joint tortfeasor rule is embedded in New Hampshire jurisprudence. The rule is that if two or more persons engage in an unlawful act, all are jointly and severally liable for damages caused by one of them and there is no apportionment of damages are allowed among the defendants New Hampshire law imposes joint tortfeasor if defendants act in concert by entering into a civil conspiracy or abetting on another in commission of an unlawful act. The elements are: * There should be two or more persons * An object should be accomplished * There should be an course of action * There should be one or more overt acts Aims and Objectives of the paper – To disclose and further explore the field or areaof joint tortfeasor and identify and study in detail the basic elements which are mandatory and essential. This paper also intends on drawing a hypothesis...
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