BADM 300 Chapters 1-12 Excluding 11, and 23

Sources of law for the Federal Government

1. Constitution

2. Treaties

3. Statues

4. Judicial Decisions

5. Executive Orders

6. Administrative Regulations

Sources of Law for State Government

1. State Constituions

2. State Statues

3. Municipal ordinances

4. State Executive Orders

5. Administrative Regulations

Case law / judicial opinion

When a court creates a law as part of a lawsuit

Marbury v. Madison

Established the doctrine of judicial review

For a case to go to trial

There must be standing

There must be subject matter jurisdiction (the right court)

There must be personal jurisdiction (the right state)

Sole proprietorship

Formed by one person

Cheap and simple to create but face unlimited liability

General Partnerships

Formed by two or more people

Easy to create but face unlimited liability

Corporations

Are legal persons with limited liability, transferability of ownership, and perpetual existence

To form a corporation

One must choose a state to incorporate in, choose an acceptable name for the company. and file an articles of incorporation, and have all the shareholders observe the ordinances involved in creating a corporation

Shareholders of a corporation

Must meet at least annually to vote on important corporate matters such as electing a board of directors

Resolution

Decision made by the board of directors`

Inside Directors

Are officers of the corporation in addition to being directors

Outside Directors

Are not officers nor employees of the corporation, and they bring a fresh perspective

Business Judgment Rule

Directors cannot be held liable for making reasonable good faith mistakes in judgment

Duty of loyalty

Cannot act in a way that may harm a corporation, including usurping opportunities by not informing the organization of them

Duty of care

Must act in a manner they reasonably believe to be in the organization’s best interest at the time the decision is made, in good faith

Duty of obedience

Must adhere to corporate bylaws, legal statues, and shareholders votes

Limited Liability Companies (LLC) Taxes

Can be taxed like corporations or like partnerships (as they choose)

LLC Management

Can be manager managed (like corporations)

Can be member managed (like partnerships)

Franchisors and franchisees are separate business entities

Distributorship franchise

A type of franchise in which the franchisor manufactures the final product and ships it to the franchisee, which then sells the product to the public. Ex (John Deere)

Chain-stye franchise

A franchise in which the franchisor permits the franchisee to sell its products and services from a retail outlet (example McD, KFC)

Processing plant franchise/manufacturing arrangement

Franchisor provides some intellectual property to franchisee and the franchisee makes the final product and sells it to retail, who then sell it to the public. The franchise does not sell direct to the public. (ex. coca-cola)

Franchisors

License intellectual property and business process to franchisees in exchange for a share of the profits franchisees make from the business

Lack of Assent

Lack of indication that parties have genuine intention to enter contract

Utility patents

Protect a device’s funcitonality

Design patents

protect the way a product looks

Plant patents

protect new forms of life

To be patented an innovation must be

novel (new), useful, and nonobvious

Trade secrets

Must be kept secret, disclosing of. a trade secret can result in civil and criminal penalities

Trademarks

are marks brand names, logos, designs that distinguish a business’s goods and services

Copyright

Protects authors of recorded expressions of an idea

Fair use doctrine

Protects the use of small portions of copyrighted materials in certain circumstances

Liquidated debt

Debt that is undisputed

Unilateral contract

A contract in which one party makes a promise and one party performs an action form an agreement (ex. finding a lost animal and turning it in for reward)

trustee (bankruptcy)

administers and controls the debtor’s assets (except exempt property)and handles the bankruptcy process.

automatic stay

is granted once the bankruptcy petition is filed, and gives debtor immunity from lawsuits and payment collection

Chapter 7 bankruptcy

Businesses or indiviudals liquidate all of their assets (which are sold to repay their creditors)

*you get prepetition counseling and postpetition counseling

Chater 11 bankruptcy

businesses work with their creditors to develop a plan which can reorganization of existing debt (it must lead to creditors regaining more than they would have if they chose to do Chapter 7)

Cramdown provision

The section of the bankruptcy code that allows a court to approve a chapter 11 plan inspite of objections from a class of creditors

Creditors committee

represents the interests of the unsecured creditors in a chapter 11 bankruptcy proceeding

Insolvency vs Bankruptcy

Insolvency is the condition of being unable to pay one’s debt

bankruptcy is the legal procedure for someone who’s insolvent to be relieved of their debts

foreign subsidary

A company formed under the laws of a host nation and is completely owned by a US parent company

branch office

a companies foreign operation that is not a separate entity from its U.S. based corporation

joint venture

a business venture operated by 2 companies usually an American one and foreign one

The main benefit is legal immunity and the American gets to capitalize on the local companies knowledge on the market

International Court of Justice, the WTO dispute Settlement Body and European Court of Justice

examples of international dispute resolution bodies

Foreign corrupt practices

a federal statute that prohibits bribing foreign officials for contracts or other business advantages.

Foreign Sovereign Immunities Act

A US statue that declares foreign nations as immune to lawsuits in US courts except for a few exceptions such as behaving like a business entity

Us Laws that apply for US companies abroad

Anti-trust laws

Anti-corruptions laws

Employment laws (no employment discrimination, unless the law of the host nation demands it)