Business Law 203 – Flashcards
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Law
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the order or pattern of rules that society establishes to govern the conduct of individuals and their relationships
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Constitution
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A document which spells out the principles by which a government runs and the fundamental laws that govern a society
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Executive Branch
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Branch of government that enforces the laws
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Judicial Branch
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Branch of government that decides if laws are carried out fairly.
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Legislative Branch
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Branch of government that makes the laws
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Statutes
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Written laws made by legislatures (statutory law) i.e. acts, codes (law with numbers and letters)
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Administrative agencies
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Created by congress by managed under the executive (pres. or gov) to create rules and regulations in areas of authority (SEC, FDA, EPA, FCC, FAA)
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Administrative Law
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The body of law created by administrative agencies (in the form of rules, regulations, orders, and decisions) in order to carry out their duties and responsibilities.
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Case Law
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The rules of law announced in court decisions. Case law includes the aggregate of reported cases that interpret judicial precedents, statutes, regulations, and constitutional provisions. ***(lawsuits anything with a v. )***
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Private Law
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A body of law that deals with relationships between private individuals, such as contracts, civil injuries, domestic relations, and partnerships. (can't break the constitution)
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UCC
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Uniform Commercial Code- the body of laws governing commercial transactions in the US
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USCIS
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U.S. Citizenship ; Immigration Services
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EPA
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Environmental Protection Agency
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Uniform Commercial Code
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A collection of laws that governs various types of business transactions. (sell and lease of goods, secure transactions, banking, commercial paper) ALL 50 STATES FOLLOW THIS*
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Corporate Veil
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The personal liability shield; the corporate protection that entitles shareholders, directors, and officers to limited liability; can be pierced for improper conduct of business or fraud.
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Piercing the corporate veil
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An action in which a court disregards the corporate entity and holds the shareholders personally liable for corporate debts and obligations. (laundering, fraud, embezzlement, crime)
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shareholder derivative suit
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-A SH is suing to enforce the rights of the corporation. If the corporation could have brought this suit, the suit is probably a derivative suit
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Substantive law
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Law that defines, describes, regulates, and creates legal rights and obligations. (i.e. all underage drinkers get 30 hours of community service and a 500 ticket)
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Procedural Law
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law that establishes the methods of enforcing the rights established by substantive law
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non disparagement
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you can't bad mouth a company
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non compete
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You can't quit and go to work with one of your competitors in a given time period.
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Restraining order
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a court order forbidding an individuals from doing a specified act until a hearing can be conducted
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injunction
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A judicial order forcing a person or group to refrain from doing something. (CIVIL LAW) (injunctive release)
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lawsuit
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legal action in which a person or group sues to collect damages for some harm that is done
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tortious interference of contract
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Tortious interference, also known as intentional interference with contractual relations, in the common law of torts, occurs when one person intentionally damages someone else's contractual or business relationships with a third party causing economic harm.
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tort (law)
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laws that stem from torts, or wrongful acts that cause harm to one person, by another
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registered agent
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- a person or corporation that is empowered to accept service of process on behalf of the corporation (has physical address)
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civil law
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A law that governs relationships between individuals and defines their legal rights.
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criminal law
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A law that defines crimes against the public order.
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statutory law
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Law passed by the U.S. Congress or state legislatures
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employee handbook
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Explains major HR and employee policies and procedures and generally describes the employee benefits provided.
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click wrap
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A type of software license primarily used for downloaded software that requires computer users to accept the license terms by clicking a button before installing a program. EX: Apple
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Communications decency act
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made it illegal to make indecent sexual material on internet accessible to anyone 18 or under. It was unconstitutional because of the 1st amendment.
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FMLA
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Family Medical Leave Act
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Sherman Anti trust act * ON TEST
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First federal action against monopolies, among the several states. it was signed into law by Harrison and was extensively used by Theodore Roosevelt for trust-busting. However, it was initially misused against labor unions
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monopolies
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Corporations that gain complete control of the production of a single good or service.
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clayton act *test?
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Act that minimally restricted the use of injunctions against labor and legalized peaceful strikes, picketing, and boycotts.
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divestiture order
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a court order to dispose of interests that could lead to a monopoly
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market power
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refers to the ability of a firm (or group of firms) to raise and maintain price above the level that would prevail under competition is referred to as market or monopoly power. The exercise of market power leads to reduced output and loss of economic welfare.
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price discrimination
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the business practice of selling the same good at different prices to different customers
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Robinson-patman act *TEST
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1937 - Amended federal anti-trust laws so as to outlaw "price discrimination," whereby companies create a monopolistic network of related suppliers and vendors who give each other more favorable prices than they do others.
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treble damages
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Damages that, by statute, are three times the amount that the fact finder determines is owed.
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tying
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Practice of requiring a customer to purchase on good in order to purchase another
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Bedrock view
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The constitution is static, doesn't change, only one right way to interpret it
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bicameral
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Two houses 2 chambers; Congress has the Senate and the House of Representatives
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commerce clause *on test
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The clause in the Constitution (Article I, Section 8, Clause 1) that gives Congress the power to regulate all business activities that cross state lines or affect more than one state or other nations. (REGULATE COMMERCE interstate and foreign nations)
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due process clause *TEST?
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The Fifth and Fourteenth Amendments to the United States Constitution each contain a due process clause. Due process deals with the administration of justice and thus the due process clause acts as a safeguard from arbitrary denial of life, liberty, or property by the Government outside the sanction of law.
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ex post facto laws
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A law which punishes people for a crime that was not a crime when it was committed. Congress cannot pass these laws.
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living-document view
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the term used when a constitution is interpreted according to changes in conditions
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police power
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the authority of each State to act to protect and promote the public health, safety, morals, and general welfare of its people
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federal system
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Power is divided between the states ;the fed. govt (shown in constitution
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preemption
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A doctrine under which certain federal laws preempt, or take precedence over, conflicting state or local laws.
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privileges and immunities clause
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A clause in Article IV, Section 2, of the Constitution according citizens of each state most of the privleges of citizens of other states.
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quasi-judicial proceedings
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a proceeding within an administrative agency that seeks to resolve a dispute in a manner that is similar to a court (i.e, judicial) proceeding o resolve a dispute.
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delegated powers
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Powers specifically given to the federal government by the US Constitution, for example, the authority to print money.
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shared powers
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those powers that are concurrent, or overlapping, between the fed and states govs. ex: Taxation.
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tripartite
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Signed between the Axis powers in 1940 (Italy, Germany and Japan) where they pledged to help the others in the event of an attack by the US
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Federal supremacy
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-state laws cant conflict with federal laws - federal has supreme power
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NAFTA
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North American Free Trade Agreement A trade agreement between Canada, the United States and Mexico that encourages free trade between these North American countries.
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TPP
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Trans-Pacific Partnership (GONE NOW)
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gibbons v. ogden *
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*Commerce clause* case (1824). Decision greatly enlarged Congress' interstate commerce clause power by broadly defining the meaning of "commerce" to include virtually all types of economic activity. (congress=gibbons wins)(SHIPS IN NY HARBOR)
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NLRB v. Jones and Laughlin *on test (1937)
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held that congress has authority to regulate even wholly intrastate (within) activity if the activity might significantly affect interstate (between) commerce (i.e. firing employees) similar to gibbons v ogden in that congress could regulate labor relations at any manufacturing plant where a work stoppage would have a most serious effect upon interstate *commerce *
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Wickard v Filburn *test
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Farmer grew more WHEAT than allowed because he was being funded by congress. Congress said they could regulate that because even though it was for his personal consumption, it would effect interstate commerce. Expansion of power of the *Commerce Clause* (WIckard-congress wins)
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US v. Lopez
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Lopez was arrested for carrying a concealed firearm into school under a law made by Congress which prohibits concealed weapons in school zones in relation to the Commerce Clause. Result: Gun possession does not have a significant economic effect on interstate commerce and therefore the law is unconstitutional. - exceeds power under the *commerce clause*
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execuative order
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a call for the executive branch to take a specific action or to change an existing procedure
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FOIA **** ON TEST
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Freedom of Information Act. Provides statutory right of access to records possessed by federal government agencies (administrative agencies).
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how many cabinet positions?
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15 (head of administrative agencies)
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Horizontal Competition
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involves retailer versus retailer
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Vertical Competition
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involves a retailer against a wholesaler or manufacturer that also engages in retailing
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TRO* on test
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temporary restraining order- the purpose of a TRO is to preserve the status quo before the court holds a hearing on a motion for preliminary injunction
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Preliminary Injunction
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Used to maintain the status quo while an equity action is pending
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Judiciary* on test
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the work of the judiciary is limited to ensuring that the actions taken by our other two branches compart with out country and more importantly our constitution
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emergency motion
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..Emergency motion is a motion that is presented in court without the normal requisite five business days notice. It is a special motion used for considering a decision quickly in order to avoid irreparable harm.
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how to get to Federal Court ***TEST
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1. Criminal (white collar crime/embezzlement) 2. US gov't is a party 3. Citizens of diff state $75k or more 4. US constitution/Federal Law/treaties
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How many federal circuits in the US court of appeals? *on test
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13
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How many supreme court judges? *on test
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9 Justices
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Defendant* test
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an individual or group being sued or charged with a crime
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Plaintif* test
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A person or party filing a lawsuit
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Prosecutor
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a government official who conducts criminal prosecutions on behalf of the state
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attorney client privilege
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covers confidential communications between atty and client for the purpose of providing legal serves it is perpetual
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Service of process
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Service of Process consists of serving a copy of the summons and complaint, by any non-party at least 18 years old
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Counter claim
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a claim made by a defendant against the plaintiff in a civil suit.
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Motion to dismiss
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A pleading in which a defendant asserts that the plaintiff's claim fails to state a cause of action (that is, has no basis in law) or that there are other grounds on which a suit should be dismissed.
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Motion for summary Judgement
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Moving party must submit evidence in the form of affidavits, relevant docs or discovery materials. Must come from party himself or W - personal knowledge
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Directed Verdict
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A ruling made by a judge during a trial, stating that there are no facts in dispute and that the case can be decided on legal issues alone
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arbitration
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Arbitration is a time-tested, cost-effective alternative to litigation. Arbitration is the submission of a dispute to one or more impartial persons for a final and binding decision, known as an "award." Awards are made in writing and are generally final and binding on the parties in the case.
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mediation
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A method of settling disputes outside of court by using the services of a neutral third party, called a mediator. The mediator acts as a communicating agent between the parties and suggests ways in which the parties can resolve their dispute.
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summery jury trial
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Summary jury trial is an alternative dispute resolution technique, increasingly being used in civil disputes in the United States. In essence, a mock trial is held: a jury is selected and, in some cases, presented with the evidence that would be used at a real trial.
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LLC
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Limited Liability Company TAXED AS INDIVIDUAL OR PARTNERSHIP (ONCE)
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LLP
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Limited Liability Partnership a type of business that allows limited partners to take more of a role in running the partnership without the worry of unlimited liability
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Corporation
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a company or group of people authorized to act as a single entity (legally a person) and recognized as such in law. TAXED ON PROFIT (CORPORATE) THEN SHAREHOLDERS TAXED (TWICE)
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what judicial circuit are we and how many total are there
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4; 13
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What is a LLP limited to?
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Lawyers, Doctors, Architects, Engineers
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ethics
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branch of philosophy dealing with values that rea;late tot the nautre of human conduct and values associated with the conduct
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business ethics
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balancing the goal of profits with values of individuals and society
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positive law
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law enacted and codified by governmental authority
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natural law
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a system of principles to guide conduct independent (and sometimes contrary of) enacted law
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civil disobedience
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natural law proponents violate positive law
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theory of justice
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locke and rawls that requires that we all agree on certain universal principals
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social contract
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the agreement under locke and rawls as to what our ethical standards should be
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rights theory
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we have rights that should be honored by the govt (also entitlement theory)
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entitlement theory
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we have rights that should be honored by the govt (also right theory)
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utilitarians
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the idea that the goal of society should be the greatest happiness for the greatest number of its citizens
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ethical egoism
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we should all act in out own self interest
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conflict of interest
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A situation in which a person in a position of responsibility or trust has competing professional or personal interests that make it difficult to fulfill his or her duties impartially.
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Diagrams of administrative adgencies
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look at sub categories i.e. what doesn't belong
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procedural vs substantive law
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procedural: all rules and mechanisms for processing civil and criminal and administrative matters, different for civil and criminal cases. (i.e. hearings, notice, lawsuits) Substantive law is the general rules and principles of society while procedural law is the rules that state how substantive law should be administered through the applicable system (i.e. underage drinking)
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plaintif is in
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civil case
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prosecutor is in
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criminal case
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order of the courts
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supreme court;court of appeals;fed.district court (13 total ) ;
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Washington v trump district
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9
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what district are we
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4
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writ of certerori
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How you get to the supreme court A type of writ, meant for rare use, by which an appellate court decides to review a case at its discretion. The word certioari comes from Law Latin and means "to be more fully informed." A writ of certiorari orders a lower court to deliver its record in a case so that the higher court may review it.
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minute book of a LLC
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1. Articles of Organization 2. operating agreement 3. Operational Resolutions 4. Tax ID # IRS 5. Stock Certificate Ledgers
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minute book of a Corporation
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1. Articles of Incorporation 2. Bylaws 3. Operational Resolutions 4. Tax ID # IRS 5. Stock Certificate Ledgers
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6 categories off ethical behavior
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integrity and truthfulness promise keeping loyalty (avoid conflict of interest) fairness doing no harm maintaining confidentiality
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integrity
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(6 categories) adherence to ones values and principles despite the costs/consequences
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endless cycle of social interaction
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social forces, ethics, law, social environment
