| A | B |
|---|
| Business Intentional Tort | Injurious falsehood, Intentional interference with contractual relations |
| Punitive Damages | Damage, intended to punish defendant due to intentional tort or willful negligence |
| Unintentional Torts | Negligence |
| Negligence | Failure to use reasonable care, resulting in damage or injury to another. |
| Liability for Anti-Trust | Person: 1 million, 10 years Corporation: 100 Million Can get civil and criminal |
| Sherman Act Section 2 | Deals with monopolies |
| Clayton Act 1980 | Loop holes to sherman act: Price discrimination, special arrangements, merger & acquistions |
| Securities and Exchange Act of 1934 | Control reselling of securities, insider trading, nonpublic information |
| Special Arrangements | Reciprocal dealing, tying contracts, requirement contracts, exclusionary dealings |
| Merger & Acquisitions | $65 million or more - notify the government. Vertical, horizontal, conglomerate, market extension |
| Price Discrimination | Cant Sell identical product to ppl at different prices. Cant go so low to price - reduce competition Exceptions: Purchase discount (bulk), old-date, taxes, competition |
| Invasion of Privacy (Parts/Types) | 1. Misappropriation of person's name or likeness 2. Intrusion of persons physical solitude 3. Disclosure of personal/private information |
| Things to think about when selecting organization forms | 1. Creation 2. Continuity 3. Liability 4. Taxation 5. Managerial Control |
| Closely held vs. publicly held | A. Few Owners vs. B. Large # of owners/stockholders |
| Primary Organizations | Sole proprietorships, partnerships, corporations |
| Sole Proprietorship | 1 Owner, all liability, taxed- owner, easy to start, once owner dies, business dies |
| Partnership | Common loss & gains of interest. Both liable for all debt. Individual tax. Easy creation. Dissolved when one leaves |
| Corporation | Limited liability, double tax, hard to start (Article of Incorporation), Continuity, stockholders, board of directors- office holders |
| Hybrid Organizations | 1. Limited partnership 2. S Corp 3. LLC 4. LLP |
| Limited Partnership | limited liability, not as much control |
| S Corporations | Taxed once, closely held (75 human stockholders) |
| LLC | Limited Liability, taxed once, closely held (Not publicly traded), No limit on members. Can be a business. |
| Compensatory Damages | Compensation to plaintiff for injuries incurred |
| Intent | the desire to bring about a certain or substantial likely results |
| Insider trading | when someone who owns 10% or more of securities in a company. Cannot buy or sell within 6 months. Must report transaction within two days |
| Damage, to tort | Compensatory damages, punitive damages |
| Standards of Review for Section 1 of the Sherman Act | Per se illegality, reason of rule |
| Title | Document serving as evidence of ownership of property |
| Deed | Document of transferring ownership of land. Warranty deed & quitclaim deed |
| Special application of property | Easement, bailement |
| How to get easement | 1. Ask for exchange of $ 2. Buy land knowing that easement will stay with land 3. Advise possession |
| 2 Requirements to get trade secret | 1. Take measures to protect 2. Economic use |
| Security Interest in Land | 1. Mortgage 2. Deed of Trust 3. Land Sales Contract |
| Foreclosure | Right of redemption, delinquency |
| Nuisance | use of property that interferes with the legal rights of others. Damage, inconvenience, annoyance. Public & Private |
| Types of Property | 1. Real (Land, fixtures) 2. Private (intangible, tangible) |
| Zoning | Division of town in separate residential, commercial and industrial districts |
| Eminent Domain | the right of the government to take personal property for public use with just compensation to the original owner |
| 4 Types of Intellectual Property Law | 1. Trade Secret 2. Patent 3. Trademark 4. Copyright |
| How to get patent | Submit application to PTO A. How work and make B. How different from priors C. Spec. Patent |
| Requirement to get patent | 1. Patentable subject matter 2. Novelty non-obvious usefulness |
| Patentable subject matter | 1. Machine 2. Process 3. Chemical 4. Improvement of 3 5. Nonfunctional design 6. Certain plants |
| Defense against patent infringement | 1. Non-infringement 2. Invalid 3. Unenforceability |
| 4 types of trademarks | 1. Trademark 2. Service mark 3. Certification mark 4. Collective mark |
| Trade press | Colors, designs, layout etc. associated with product ID |
| To get a trademark | 1. Put into commercial use 2. Register with PTO Must be distinctive |
| Acquisition through possession | 1. Rule of 1st Poss 2. Adverse poss 3. Lost property 4. abandonment |
| Rules of adverse possession | 1. Open and notorious 2. Actual and exclusive 3. Continuous 4. Wronged 5. Last certain period of time |
| Criminal Enforcement of trademark | Only if produce counterfeit good |
| Rules of copyright | 1. Original 2. Written in fixed medium 3. Creativity |
| Source of contract law | Common law, civil law (uniform commercial code) |
| Methods of acquiring property | 1. Acquisition through exchange 2. Possession 3. Gift 4. Accession |
| Property Rights | the legal right to exclude others from resources originally possessed or acquired without force, theft, or fraud |
| Per se illegality | illegal due to fact of law |
| Rule of reason | depends upon if there undue or unreasonable restraint of trade |
| Section 1 Sherman Act | Deals with business working together. Any contract, combo, or conspiracy in restraint of trade is illegal |
| Types of Section 1 Cases | Horizontal & vertical |
| Horizontal type 1 cases | Price fixing, territory allocation, between 2 competitors, per se illegal |
| 2 Requirements to be monopoly | 1. Monopoly power in relevant market 2. Exclusionary conduct |
| 3 Requirements to be security | 1. Used in common business activity 2. Investment based on reasonable expectation of profit 3. Profit from the securities are through the efforts of someone other than the investor |
| SEC | Make and monitor and judge sec regulation. Administer federal regulations |
| Securities Act of 1933 | regulation initial sale of securities |
| Tort | any non-criminal wrongful act other than breach of contract |
| Defense to Negligence | 1. Contributory negligence 2. Assumption of risk |
| Contributory Negligence | when plaintiff is partly to blame for the injury |
| Assumption of risk | When the plaintiff knows about the breach of contract and still commits the acts |
| Strict liability tort | Injury that arises from neither intentional tort or negligence. Usually product of defect |
| Strict product liability | production defect, design defect |
| Production Defect | When a product is not manufactured to the manufacturers own standards |
| Design Defect | When it is manufactured to standards, but is defective & causes injury |
| Intentional torts | 1. IIED 2. Trespass 3. Invasion of privacy 4. Conversion 5. Defamation 6. Fraud 7. False Imprisonment |
| Nonpublic Information | Officer, employee cannot use information that the public doesn't know |
| Required documentation for initial sale of security | 1. Registration statement 2. Prospectus |
| Registration Statement | talk about risks in company. Who is involved, $, etc. |
| Prospectus | All financial information about corporation. Decide if you want to invest by looking at this |
| Time period for Registration of SEC | 1. Pre-filing period 2. File Statement - wait 20 days |
| Liability for SEC | Criminal: Personal - 5 mill & 20 yr jail. Corp: 25 mill Civil: ? |
| Defenses to civil liability | Due diligence, lack of materiality, statue of limitiations |
| Sarbanes oxley act of 2002 | Revitalize SEC, Accounting reform, Financial statements of control, securities fraud, corporate governance |
| Anti-Trust Law | A series of laws intended to promote abundant and fair competition in the marketplace |
| Legislation of anti-trust law | 1. Sherman Act 1890 2. Clayton Act 1914 |
