legl 2700 unit 3.

Intellectual Property Justification

Property relationships are believed to be more productive in allocating scarce resources and producing new ones than legal relationships that merely divide resources equally.

Trade Secret Importance

Trade secrets are any form of knowledge or information that has economic value from not being generally known to others or readily ascertainable by proper means.

Capturing Intellectual Property

Protections of property often don’t apply automatically to intangible knowledge resources; firms without an intellectual property strategy risk losing valuable assets.

Uniform Trade Secrets Act

Defines a trade secret as information, technique, or process, and requires proof in court of having a trade secret before proving misappropriation.

Establishing Trade Secrets

Conduct a trade secret audit to identify confidential knowledge-based resources and preserve secrecy through various measures like imposing confidentiality restrictions.

Demonstrating Misappropriation

Misappropriation occurs when one improperly acquires or discloses secret information, exempting independent creation and reverse engineering.

Employee Mobility and Trade Secrets

Businesses must protect trade secrets from employees through confidentiality contracts and enforce agreements not to compete with a valid business purpose.

Civil Enforcement of Trade Secrets

Misappropriation of intellectual property is called misappropriation or infringement, and injunctions can be issued to refrain from using or disclosing trade secrets.

Criminal Enforcement of Trade Secrets

Criminal prosecutions under the Economic Espionage Act for stealing trade secrets, including misappropriation benefiting a foreign government.

Patent Law Importance

Patents convey exclusive rights to inventions, encouraging innovation and providing a legal monopoly for a limited period of time.

Obviousness

Refers to the assessment of whether an invention would be obvious to someone with knowledge in the field.

Novelty

Indicates that an invention is new and different from prior art, a key characteristic for patentability.

Nonobviousness

The ability of an invention to produce surprising or unexpected results, not anticipated by prior art.

Utility

A valid invention must have utility, meaning it must do something useful.

Patent Enforcement

Involves ensuring that patent rights are respected and can involve legal actions against infringement.

Trademark

Any mark, word, picture, or design that attaches to goods to indicate their source.

Service mark

A mark associated with a service, like LinkedIn.

Certification mark

Used to certify the quality, point of origin, or other characteristics of goods or services.

Collective mark

Represents membership in a certain organization.

Trade Dress

Refers to the color or shape associated with a product or service.

Copyright

Grants a monopoly over the right to exclude others from copying and marketing original expressions for a limited period.

Fair Use

Allows limited use of copyrighted material for purposes such as criticism, comment, news reporting, or teaching.

Digital Millenium Copyright Act

Makes it illegal to circumvent devices used by copyright owners to prevent infringement.

TRIP Agreement

An international treaty forming part of the WTO that settles disputes related to intellectual property rights.

Patent Challenge

If a patent owner is suspected of violating patent laws by not meeting novelty, nonobviousness, or utility requirements, others can challenge the patent's validity.

Grace Period

A one-year period after an invention is disclosed or sold before filing a patent application.

Infringement Lawsuit

Patent owners can sue for injunctions and damages against those infringing on their patent rights.

Patent Trolls

Businesses that profit by purchasing patents and suing others for infringement.

Patent Subject Matter

Patents can cover methods and articles, but not abstract ideas or naturally occurring things.

Trademarks

Marks representing goods or services' origin, protected against confusion, including service marks, certification marks, and collective marks.

Trade Dress

Protects the total image of a product or service, including layout, color scheme, and distinctiveness.

Trademark Registration

Marks must be used in interstate commerce and meet specific criteria to be registered with the PTO.

Copyright Ownership

Grants property rights to creative expressions, prohibiting reproduction without permission.

Copyright Infringement

Violation of exclusive rights like reproduction, distribution, or performance without permission.

Copyright Fair Use

Allows limited copying for purposes like criticism, news reporting, or research.

Business Organizations

Forms include sole proprietorships, partnerships, and corporations, each with unique characteristics and considerations.

Georgia State-wide Business Court

A forum with state-wide jurisdiction focusing on complex business litigation, with judges appointed by the Governor and approved by legislative committees.

Proxy

An agent appointed by a shareholder to vote shares on their behalf.

Fiduciary Duties

Obligations to act in the best interest of another party, such as the duty of corporate officers to shareholders.

Derivative Suit

Legal action by a minority shareholder against a majority shareholder on behalf of the corporation.

Piercing the Corporate Veil

Legal concept allowing creditors to reach shareholders' personal assets in specific situations of corporate misuse.

Limited Partnerships

Business entities with general partners having personal liability and limited partners enjoying liability protection.

S Corporations

Corporations where shareholders elect to be taxed as a partnership, limiting the number and type of shareholders.

Limited Liability Organizations

Entities like LLPs and LLCs offering a mix of partnership and corporate features with limited liability for members.

Respondeat Superior/Vicarious Liability

Employer's liability for employee actions within their scope of employment.

Sole Proprietorships

Simplest form of business organization with the owner having unlimited personal liability and direct control over the business.

Alter ego theory

The alter ego theory allows for the piercing of the corporate veil, imposing personal liability on corporate officers, directors, and stockholders when there is a unity of ownership and interest that eliminates the separateness of the corporation.

Limited Partnerships

Limited partnerships have general partners managing the organization's debts, while limited partners have no managerial control and limited liability.

S Corporations

S corporations are treated like partnerships for income tax purposes, with shareholders responsible for reporting profits or losses on their individual tax returns.

Limited Liability Organizations

Limited liability companies (LLCs) and limited liability partnerships provide liability protection and tax advantages, with members having control over management and acting as agents for the organization.

Contractual Authority

Contractual authority for agents includes actual authority (specific instructions), implied authority (inferred from previous acts), and apparent authority (seemingly having authority).

Tort Liability

Respondeat superior holds employers liable for employee torts if committed within the scope of employment, with defenses like frolic and detour available.

Criminal Liability

Agents can impose criminal liability on business organizations, impacting their legal standing and operations.

Director Liability

Directors can be held liable for breaching fiduciary duties, as seen in cases like Marchand v. Barnhill, where failure to address critical risks led to legal consequences.

Administrative Agencies

Administrative agencies have quasi-legislative and quasi-judicial powers, creating and enforcing laws that regulate businesses and provide protection and services to the public.

Functions of Agencies

Agencies engage in rule-making, adjudicating, advising, and investigating, with the ability to propose legislation, issue advisory opinions, and enforce regulations through orders and decisions.

Appointees

Individuals appointed to positions within agencies who are not allowed to engage in other employment during their terms.

Organizational Structure

Agencies have a unique organizational setup tailored to fulfill their responsibilities effectively.

Free Enterprise Fund v

A case where the constitutionality of the Sarbanes-Oxley Act (SOX) and the creation of the PCAOB by the SEC were challenged, focusing on the dual "for cause" removal provision.

Federal Register

A daily publication where proposed rules, public notices, and explanations for published information are filed, managed by the FTC secretary.

General Counsel

The chief legal advisor of agencies responsible for legal matters.

Free Lucia v

A case determining that SEC's ALJs are officers of the U.S. government and must be properly appointed, emphasizing the separation of powers.

Influencing Agencies

The process involving public notice, hearings, and public opinion to influence agency decisions.

Judicial Review of Agency Decisions

Involves standing to sue, review of rulemaking, procedural aspects, and review of factual determinations.

Chevron Defense

A defense strategy with limitations ensuring clarity and scope of agency power.

Food and Drug Administration v

A case where the FDA's authority to regulate tobacco products was challenged, emphasizing the limits of agency delegation power.

Senate Confirmation

Appointments at the federal level require approval by the Senate before individuals can assume their roles.

Removal by President

Federal appointees can only be removed by the president for inefficiency, neglect of duty, or malfeasance in office.

Regulatory Agencies

Organizations tasked with carrying out governmental duties, including quasi-legislative and quasi-judicial functions.

Chairperson

The designated presiding officer of an agency, usually belonging to the same political party as the president.

Secretary

Responsible for maintaining agency records, signing orders, and official correspondence, as well as publishing actions in the Federal Register.

General Counsel

Chief legal officer representing the agency in court and advising on legal matters.

Advisory Councils

External individuals interested in the agency's mission, selected for their expertise.

Administrative Law Judges

Perform fact-finding functions in quasi-judicial proceedings, protected by immunity from liability for their decisions.

Delegation Validity

The delegation of quasi-legislative authority to agencies must be definite and limited to specific areas.

Authority Exceeded

Agencies exceed their authority if they go beyond legislative intent, as seen in the FDA v. Brown & Williamson Tobacco Corporation case.

Issuer

An individual or business organization offering a security for sale

Underwriter

Anyone participating in the original distribution of securities by selling them for the issuer or guaranteeing their sale

Controlling Person

One who controls or is controlled by the issuer, like a major stockholder of a corporation

Seller

Anyone contracting with a purchaser or influencing the purchase transaction

Registration Statement

Detailed disclosure of financial information about the issuer and controlling individuals involved in offering securities for sale

Prospectus

Contains financial information related to the issuer and controlling persons, required by the SEC

Rule 144A

SEC-approved regulation allowing the sale of securities to investors like pension funds

Materiality

False or misleading information not impacting the purchaser's decision-making process

Due Diligence

Requirement for experts to conduct a reasonable investigation of financial statements

Insider Transactions

SEC defines officers for insider trading purposes and prohibits short-swing profits

Nonpublic Information

Use of nonpublic information for financial gain, including the misappropriation theory

Securities Fraud Enforcement Act of 1988

Increased penalties for securities fraud violations

Sarbanes-Oxley Act

Mandates internal financial controls certification and whistleblower protection

Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010

Created new administrative organizations for consumer protection

JOBS Act of 2012

Allows individuals to invest in start-ups through relaxed rules for some initial public offerings

Securities Act of 1933

Requires disclosure of information to potential investors, applies to the initial sale of securities

Securities and Exchange Commission (SEC)

Regulates anyone involved in the initial sale of securities, including issuers, underwriters, controlling persons, and sellers.

Disclosure Law

Requires the disclosure of private information to enable investors to make informed decisions.

Registration Statement

Detailed disclosure of financial information about the issuer and controlling individuals under the 1933 Act.

Prospectus

Sets forth key information from a company's registration statement for interested investors.

Rule 10b-5

Prohibits the use of deceptive practices in the sale of securities, allowing civil actions for damages by investors.

Private Securities Litigation Reform Act (PSLRA)

Allows the SEC to pursue claims against third parties for securities law violations.

State Blue Sky Laws

State regulations protecting investors from risky securities, complementing federal laws.

Sarbanes-Oxley Act (SOX)

Enhances corporate governance and accountability for all public companies in the U.S.