...skyrocket. Issue(s) What Federal Statue did Ace violate, did he actually violate the statue and what is the remedy the Shareholder can seek if he is found to have violated the Federal Statue? Rule(s) SEC vs Maio and Ladavac, 51 F.3d 623; (U.S. 7th Cir. App. 1995) the court found that “pursuant to its statutory authority, the Securities and Exchange Commission (SEC) has promulgated Rule 10b-5, which provides: It shall be unlawful for any person, directly or indirectly, by the use of any means or instrumentality of interstate commerce, or of the mails or of any facility of any national securities exchange, (a) to employ any device scheme or artifice to defraud, (b) to make any untrue statement of material fact or to omit to state a material fact necessary in order to make the statements made, in the light of misleading, or (c) to engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person, in connection with the purchase or sale of any security, under 17 C.R.F. § 240. 10b-5. Under Rule C.R.F. § 240.14e-3 creates a duty to disclose material non-public information, or abstain from trading in stocks implicated by an impending tender offer, regardless of whether such information was obtained through a breach of fiduciary duty.” SEC v. All Know Holdings, LTD, 11 C 8605; (US Dist. Court IL 2013) the court found that “ a person is liable for insider trading when he obtains (a) material, (b) nonpublic information ...
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...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 statement--aligning a company’s competencies with societal problem “Organizations have a responsibility to try to find an approach to basic social problems which fits their...
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...GENUINENESS OF ASSENT – The consent of the parties to create a contract must be genuine. If the consent is obtained by duress, undue influence, or faud, there is no real consent. 2. Writing & Form – certain contracts have to be in writing to be enforceable. Types of Contracts – Summary on pg 161-162 1. Bilateral Contract – an exchange of promises of the parties, “a promise for a promise.” 2. Unilateral Contract – Offer can be accepted only by the performance of the act by the offeree, “a promise for an act.” 3. Formal Contract – Requires a special form or method of creation. a. Negotiable Instruments b. Letters of Credit c. Recognizance d. Contracts under seal. 4. Informal Contracts – no special form or method is required for creation. EX: leases, sales contracts, service contracts. 5. Valid Contract – has 4 elements necessary to form contract, and is...
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...(graded) * Q & A Forum for your questions and comments (not graded) | | There is a drop down arrow next to the "Select a Topic" box. Click on this arrow to select topics for discussion. | ------------------------------------------------- Top of Form Select a Topic: Bottom of Form The World Bank Situation (graded) | Class, please read Chapter 2, problem 5 from the Jennings text, p. 72. This week, we will discuss the Wolfowitz situation at the World Bank. Consider the questions at the end of the problem as you make comments in the threads this week. What are the ethics here? Was Wolfowitz trying to do the right thing? Does that make a difference ethically? Throughout the week, I will bring in further questions. Be sure to read the lecture and the international ethics article stated in your reading for the week as well. | Collapse All | Show Options | sort by: response | author | date | read | unread ------------------------------------------------- Top of FormBottom of Form | | Responses | Author | Date & Time | | Dwight Elliott | 9 Apr 11 10:37 PM MST | | Professor Introduction: Chapter 1: Introduction to Law & Legal Reasoning (PLEASE READ) The first section in Unit 1...
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...UNIVERSIDAD AUTONOMA DE NUEVO LEÓN FACULTAD DE CONTADURIA PÚBLICA Y ADMINISTRACIÓN INTERNATIONAL BUSINESS PROGRAM BUSINESS ITS LEGAL, ETHICAL AND JUDICIAL ENVIRONMENT “SUMMARIES” CHAPTERS 12, 13, 14, 15, 16, 20 and 21 Name: Nayeli Berenice Beltran Garza ID: 1586848 Group: 4Ai Cd. Universitaria de Nuevo León, November 16th 2015 CHAPTER 12 CONTRACTS AND SALES Introduction and Formation A contract is a promise or set of promises for breach of which the law fives a remedy, or the performance of which the law in some way recognizes as a duty. The three general sources of contract law for contracts entered into in the United States include common law, the Uniform Commercial Code, and the new sources of law evolving in response to e-commerce. Common Law The common law was the first law of contracts. It consists today of those traditional notions of law and the body of law developed by judicial decisions dealing with contract issues. Common law applies to contracts that have land or services as their subject matter. Contracts for the construction of a home and employment contracts are governed by common law. The Uniform Commercial Code (UCC) One of the problems with common law is its lack of uniformity, the states do not follow the same case decisions on contract law, and some states do not follow the Restatement. To address the uniformity, the National Conference of Commissioners on Uniform State Laws and the American Law Institute worked...
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...Madison * →Established Judicial Review. Court Held that a writ of mandamus to deliver a commission made by John Adams fell under the Sup. Court's appellate jurisdiction and therefore could not be brought in that court originally under Art. III b/c it is repugnant to the Constitution * →Supreme Court Authority to Review State Court Judgments * ROL→ The United States appellate power also extends to REVIEW state court judgments * →Judiciary Act of 1789, § 25: Provides for supreme court review of final decisions of the highest state courts rejecting claims based on federal law * Martin v. Hunter's Lessee * →A Virginia citizen willed his Virginia land to his nephew, P, a British subject and resident of England. Virginia, according to state law, had the right to confiscate land owned by British subjects and did so. Virginia granted this land to D, who then ejected P from the land. But, the treaties of 1783 and 1794 with Great Britain had anti-confiscation laws saying that the states won’t take the land of British citizens. Supreme Court exerted its authority to review the Virginia court's judgment and held that Supremacy Clause declares that the Federal interpretation will trump the States interpretation) * Cohens v. Virginia * →SC upheld its jurisdiction to review the validity of state laws in criminal proceedings) * →Judicial Excusivity * ROL→ It is exclusively...
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...Table of Contents I.) INTRODUCTORY PRINCIPLES 2 A.) Efficiency and Other Concepts 2 B.) Agency and Partnership Law 2 II.) INTRODUCTION TO THE CORPORATE FORM 16 A.) Formation and Structure 16 B.) Debt, Equity, and Valuation 22 III.) CONTROL OF CORPORATE DECISIONS 32 A.) The Role of the Shareholder 32 B.) Management Obligations 50 1.) Duty of Care 51 2.) Duty of Loyalty 56 3.) Duty of Fairness: Parent-Subsidiary Relationships 63 4.) Duty of Good Faith 64 5.) Management Obligations Under Federal Securities Laws 67 C.) Shareholder Litigation 76 IV.) Structural Changes 85 A.) Transactions in Control 85 B.) Mergers and Acquisitions 86 1.) Mergers 87 2.) Sale of Assets 93 3.) Asset Purchase or Tender Offer 94 C.) Public Control Contests 96 1.) The Poison Pill 100 2.) Enhanced Review When Business is Up for Sale 103 3.) Proxy Contests for Corporate Control 106 4.) Protecting the Deal: Shareholder Lockup Agreements 109 I.) INTRODUCTORY PRINCIPLES • Definitions o Corporate Law: The allocation of rights and power within a corporation; the internal body of law ▪ Addresses the creation of economic wealth through the facilitation of voluntary, ongoing collective action ▪ Flexible- expectation that market discipline will weed out what is not working ▪ Principle aim- reduce agency costs of all sorts o Securities Law: Regulates capital markets that corporations use to obtain funding ...
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...MULTISTATE CORPORATE TAX COURSE John C. Healy | Michael S. Schadewald 2014 EDITION CPE CoursE! BONUS Earn CPE Credit and stay on top of key Multistate Corporate Tax issues. Go to CCHGroup.com/PrintCPE 2014 EDITION MULTISTATE CORPORATE TAX COURSE John C. Healy | Michael S. Schadewald ii Contributors Authors ........................................................... John C. Healy, MST, CPA Michael S. Schadewald, PhD, CPA Technical Review ....................................................... Sharon Brooks, CPA Production Coordinator ................................................... Gabriel Santana Production ......................................................................... Lynn J. Brown Layout & Design..................................................................Laila Gaidulis This publication is designed to provide accurate and authoritative information in regard to the subject matter covered. It is sold with the understanding that the publisher is not engaged in rendering legal, accounting, or other professional service. If legal advice or other expert assistance is required, the services of a competent professional person should be sought. © 2013 CCH Incorporated. All Rights Reserved. 4025 W. Peterson Ave. Chicago, IL 60646-6085 800 344 3734 CCHGroup.com No claim is made to original government works; however, within this Product or Publication, the following are subject to CCH’s copyright: (1) the gathering, compilation...
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...to the subpoena and did not appear at trial[1], St. Mary’s Circuit Court Judge C. Clarke Raley issued an order for her arrest. She was picked up by patrol officers on New Year’s Eve, and appeared before a different judge, who subsequently released her on her own recognizance. On January 9, 2008, Judge Raley issued another order, this time finding her in direct criminal contempt for her previous failure to appear as a witness, and summarily sentenced her to 30 days in the St. Mary’s County Detention Facility, the county’s general population prison for adult criminal offenders. A.S. was jailed in the detention center among the adult population; public defenders appealed to the judge on her behalf, claiming that her imprisonment was in violation of the Juvenile Justice and Delinquency Prevention Act[2]. Judge Raley was not compelled by the argument, stating that she A.S. “was not best served by guidance, treatment or rehabilitation [in a juvenile facility], but by a brief exposure to the St. Mary’s County Detention Center, where she would have the opportunity [to] learn the consequences of disobeying a clear and direct order of this court.”[3] Ultimately, Judge Raley would relent., however, and ultimately ordered the girl moved to a juvenile facility for other reasons. Keith L. Mackall (a man in his forties) had been charged with rape in the second degree after A.S. gave birth to a baby; paternity...
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...Business Associations Outline 1. Agency a. Creating the Agency Relationship i. agent and principal enter into an agreement (not required to be in writing....no K required) in which the agent acts on the principal’s behalf in entering K’s etc…. 1. if done within the scope of the agency (enter into K, etc…) anything done by the agent is binding on the principal 1. principal may be liable in K, tort, property, etc…. (Vicarious liability) ii. question of agency is a factual matter to be determined as a “matter of fact” b. Res 3d Agency 1.01 (definition of “Agency”) i. Agency relationship created when (First Question to ask when dealing with agency) 1. The principal manifests assent to have the agent act on the principal’s behalf and under the principal’s control; and 2. The agent manifests assent or otherwise consents so to act 1. When agency exists the principles of attribution bind’s the principals to agents dealings with third parties 2. manifestation need not be by words (spoken or written), it may be created by conduct/actions i. Agent rx believes that Principal has manifested assent, and has rx accepted ii. (Notes….Legal Consequences of Agency) 1. Inward Looking Consequences: relate to the relationship between the principal and the agent and are largely governed by the contracts between the parties and by the law of fiduciary duties 2. Outward Looking Consequences: relates to the relationship among the principal, the agent, and a third party and are governed...
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...Reference Manual on Best Management Practices for PM-10 and Fugitive Dust Control BEST MANAGEMENT PRACTICES For Maricopa County, Arizona Rule 310 Written by Zbigniew D. Czupak Dr. Edward Kavazanjian, P.E. Arizona State University Ira A. Fulton School of Engineering School of Sustainable Engineering and the Built Environment Sponsored by 1 ACKNOWLEDGEMENTS The authors gratefully acknowledge the financial support provided by the Arizona Pavements, Materials, and Transportation Conference steering committee for preparation of this Reference Manual. The authors would also like to thank Amanda McGennis of the Phoenix Chapter of the Association of General Contractors and Cameron Flowers of Kitchell Engineering for their technical assistance in manual preparation, including their review comments on the document and many of the pictures used in the document. 2 QUICK REFERENCE GUIDE Application Control Method Watering Paved Roads p. 19 Unpaved Roads p. 20 Construction Entrances p.21 As needed (excessive watering increases track out, requires catch basins) Staging Areas p.23 Storage Piles p.24 Disturbed Flat and Sloped Surfaces p.26-28 Water to form visible crust Weed Abatement p.29 Use prior and during weeding Demolition/Blasting p.30-32 Backfilling p.33 Stacking, Loading, Unloading p.34 Use prior and during Trenching, Excavating p.35 Pre-wet, maintain moisture content Expensive, Can mix with water Hauling p.36-37 - Periodic reapplication Polymer...
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...1/13/16 The Basics of the Legal System – Chapters 1 & 4 Sources of Law in the U.S 1. The Constitution * The U.S. Constitution is the supreme law of the land * The U.S Constitution establishes the federal government and enumerates its powers * The body of the constitution * Creates the three branches of government and grants certain powers to each branch * The amendments to the constitution * Protect individual rights by putting limitations on the governments ability to act in certain ways * Amendments protect the government, not private individuals The Legislative Branch * Created by Article 1 of the Constitution * House of Representative * Senate * Responsible for the creation of new laws * Congress is generally responsible for where the money comes from and where the money is spent * All statutes start as BILLS * Bills must be passed by both the House and the Senate * Bills that pass both houses must be signed into law by the president or.. * The president can VETO the bill * If signed by the president the Bill becomes a STATUTE 2. Statues, Codes and Ordinances * Statutes are enacted by Congress and state legislatures * Ordinances are enacted by municipalities and local government agencies * Code = Codified Law = Statute The Executive Branch * Created by Article 2 of the Constitution * President * Vice President * Cabinet Members * Responsible...
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...* LEGL 200 * Course Outline Chapter 1: Introduction to the Legal System 1. The law consists of enforceable rules governing relationships among individuals and society. 2. The law serves several purposes. a. Protect individuals b. Protect society c. Protect property, and d. Protect objectives 3. How does the law achieve the aforementioned purposes? a. By establishing confidence in the enforcement of laws b. Providing a certain degree of predictability as to what will happen if the laws are violated 4. If any society is to survive, its citizens must be able to determine What is legally right and wrong and be able to determine what sanctions may be imposed on them if they commit wrongful acts 5. Why should you care about the law? a. The law affects virtually ALL business transactions and activities, including: i. Hiring and firing ii. Workplace safety iii. Manufacturing, distributing & marketing of products iv. Financing v. Accounting & ethics and vi. Many other areas as well 6. You are the owner of a company called Compudata – a computer software & systems company. You receive an inquiry from BMI, Inc. regarding your company’s various services. a. What are some of the legal issues you need to consider? i. How do we enter into a contract Contracts ...
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...Assignment 2: The Statutes Sara Barboza Dr. Joseph McCue PAD 525 Constitutional and Administrative Law October 18, 2015 INTRODUCTION The word miscegenation comes from the Latin words miscere (to mix) and genus (type, family, or descent) and has been used to refer to cohabitation or intermarriage between racial groups. Regulated by state law, miscegenation was illegal in many states for decades. However, interracial marriage in the United States has been fully legal in all U.S. states since the 1967 Supreme Court decision, Loving v. Virginia, that decreed all state antimiscegenation laws unconstitutional. Many states, of course, had chosen to legalize interracial marriage much earlier. According to a May 14, 2012, Huffington Post article entitled “Interracial Marriage Statistics: Pew Report Finds Mixed-Race Marriage Rates Rising,” the 1980 Census (the first to collect data on interracial marriage) reported that 3% of all married couples were from different races. The number had risen to 8.4% (one in twelve couples) by 2010. Looking at marriages recorded in the years between 2008 and 2010, we find that 22% of newly-married couples in Western states were of different races or ethnicities, compared to 14% in the South, 13% in the Northeast, and 11% in the Midwest. QUESTION 1: Analyze and evaluate each case independently by providing the following (about two paragraphs per case): LOVING V. VIRGINIA CASE. 1. Facts of the case: In 1958, Mildred Jeter, a black woman...
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... and about basic legal concepts (and legal vocabulary); ♥ But more importantly: background information about some of the critical ways in which the American legal system is unique, and differs from legal systems elsewhere in the world. This is hard: often you will find that your professors or fellow‐students will make assumptions or presuppose certain ways of doing things that aren’t explained in class. A large goal of this course is to explain those assumptions, and make them explicit. >> UNIQUENESS OF AMERICAN LEGAL SYSTEMS Briefly, there are four aspects of the American legal system that set it apart: 1) Inherited common law, existing out of three components: (a) judicial power; (b) civil jury trial; (c) law‐equity ; 2) Written Constitution and Bill of Rights; judicial...
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