LGS 200 Final Study Materials - University of Alabama

Securities Act of 1933

Requires full and honest disclose of information to investors

SEC (Securities Exchange Commission)

Federal administrative agency that is empowered to: Adopt rules and regulations, investigate violations, bring enforcement actions, and regulate activities of brokers and advisors

Sarbanes-Oxley Act

Protects banks and analysts who would be pressured to give high marks to companies being assisted by firm's investment bankers

Short-Swing Profits

Profits made by statutory insiders on trades that occur within 6 months of each other

Statutory insiders

include officers, directors, or a 10% shareholder in a company

Insider trading

The use of nonpublic information to make a profit by trading securities of the company

Sec. 10(b)

prohibits the use of manipulative and deceptive devices in the trading of securities

Sec. 10(b)-5

Clarifies what is meant by "manipulative and deceptive devices" by stating that it is fraudulent to make an untrue statement or to omit a material fact and that only intentional conduct (involving a scienter) is a violation

U.S. v. Bhagat

Bhagat bought stock in Nvidia after learning of a large contract that his company had gotten with Microsoft's X-Box

True Insiders

these include Officers, Directors, employees, lawyers, accountants, consultants, temps, and others who owe a fiduciary duty to the company

Use of "Material" information

Withholding information form shareholders, and buying shares at a cheaper price, or selling at a higher price

Vicarious liability

strict, secondary liability that arises under the common law doctrine of agency where the superior holds responsibility for their subordinate

Independent contractors-employer relationship

Person not subject to principal's control (outside counsel, building contractor), Workers engaged in other occupation or independent business, worker engaged only for short time, worker supplies own tools and equipment

Respondeat Superior

means "let the master answer" and is where the Principal becomes liable for an agent's torts if committed within the scope of the agency

Principal

the party who employs another person to act on their behalf

Agent

The party who agrees to act on behalf of another

Bosse v. Brinker dba Chili's Resaurant

Chili's has to have Consented, Controlled, and Benefited from the employees tort to be liable. found not responsible

Line and Scope of employment

the principal may be vicariously liable to 3rd party for losses negligently caused by the Principal's agent

Defenses for Principals

worker was an independent contractor or worker was not operating in the line and scope of employment at the time of the incident

Frolic and Detour

when an agent makes a physical departure from the service of their principal; Principal may not be liable

Coming and Going rule

principal generally not liable for injuries caused by agents and employees on their way to or from work

Fiduciary relationships

Consent of one person to another that they shall act in their behalf and subject to their control

Americans with Disabilities Act

Prohibits the discrimination on the basis of disability in employment, state and local government, pubic accommodations, commercial facilities, transportation, and telecommunications

Disabled

Classified as someone who actually has, or is thought to have, a physical or mental impairment that substantially limits what the ADA calls a "major life activity". These include: confinement to a wheelchair, canes, or walkers, blindness deafness, learning disabilities, and certain kinds of mental illnesses

Civil Rights Act of 1964

Ended segregation in public places and banned employment discrimination on basis of race, color, religion, sex, or national origin

Employment discrimination

Employers are prohibited from discriminating against an individual based on age, gender, race, ethnicity, skin color, national origin, mental or physical disability, genetic information, pregnancy or parenthood, or relationship to someone who may be discriminated against

Discriminatory Impact

A policy may be considered discriminatory if it has a disproportionate "adverse impact" against any group based on race, national origin, color, religion, sex, familial status, or disability when there is no legitimate, non-discriminatory business need for the policy

Age Discrimination Act

Protects against discrimination in hiring, promotions, wages, specifications, denial of benefits, mandatory retirement, or termination of employment and layoffs against persons 40 years of age or older

BFOQ (Bona Fide Occupational qualification)

Employment qualifications that employers are allowed to consider while making decisions and retention of employees that relate to essential job duty. Examples include: retirement age for drivers or pilots for safety, models and actors for the purpose of authenticity, requirement for emergency personnel to be bilingual (judged by competency not origin)

Quid Pro Quo Sexual Harassment

Promotion track or retention of job based on submitting to or rejecting sexual advances or comments

Hostile Environment Sexual Harassment

Co-worker or supervisor makes sexual advances or comments that makes the work environment offensive

Non-direct Sexual Harassment

A third party does not get a promotion rightfully deserved because another employee submitted to sexual harassment

Affirmative Action Plans

Policy which provides that certain job preferences will be given to minority or other protected-class applicants according to the employers discretion. Plans can be voluntarily adopted, undertaken to settle discrimination action, or ordered by the courts

Workers compensation statutes

Compensate workers and their families when workers are injured in connection with their jobs

OSHA (Occupational Safety and Health Administration)

Promotes safety in the workplace. Requires record keeping and reporting of employers and requires employers post notices informing employees of their rights

Kelley vs. Coca-Cola Enterprises

Coke is not liable for Kelley's injuries because Kelley was engaged in horseplay

COBRA (Consolidated Omnibus Budget Reconciliation Act)

Terminated employee must be offered the opportunity to continue group health insurance. They will pay the full price plus administration fees

ERISA (Employee Retirement Income Security Act)

Designed to prevent fraud and abuse in pension plans. Record-keeping and disclosure requirements as well as requirements for vesting. No more than 10% of assets can be invested in securities of the sponsoring employer

Family Medical Leave Act

Provides up to 12 weeks of unpaid leave for: Birth of child, placement of child for adoption or foster care, serious health condition, or care for spouse, child or parent with serious health condition. Upon return employee must be restored to same or equivalent position upon return.

Bailments

Owner of personal property transfers the property to another to be held, stored, delivered or for some other purpose

Relationship between Bailor and Bailee

Bailor transfers goods to Bailee for safekeeping, storage, or transportation and the Bailee must follow Bailor's directions concerning the property

Types of Bailments

Ordinary Bailments, Common Carriers, Warehouse Companies, and Innkeepers

Ordinary Bailments

In Bailments for the sole benefit of the bailor, Bailee cares for the property as a favor. In bailments for the sole benefit of the Bailee, Bailee asks to use Bailor's property for personal reasons. Another ordinary bailment is for the mutual benefit of both parties

Common Carriers

Offers transportation services to public. i.e., airlines, railroads, trucking companies. This is a mutual benefit bailment.

Warehouse Company

Bailee engaged in storing property for compensation. Ordinary Bailee. owes duty of reasonable care

Innkeepers

Innkeepers are held to strict liability standard for loss of personal property. Most states have enacted Innkeepers' Statutes to limit the liability of innkeepers if safe is provided and guests are aware of safe

Ziva Jewelry v. Car Wash Headquarters, Inc.

Car wash Headquarters was found not liable for the jewelry in the trunk of the car because there was no evidence indicating that CWH expressly or impliedly accepted responsibility for the jewelry in Smith's trunk

Lost Property

Finder obtains title to found property against everyone except the true owner

Mislaid (Owner voluntarily places property somewhere and then forgets it)

Owner of the premises where the property is mislaid can take possession of the property against all except the rightful owner and must take reasonable care of property until it is reclaimed by owner

Abandoned (owner discards property and relinquishes their rights to it)

Finder of abandoned property acquires title

Joint Tenancy

Deceased tenant's interest automatically passes to co-tenants and tenant can transfer their interest without consent of co-tenants

Tenancy in Common

Deceased tenant's interest passes to their estate and tenant can transfer their interest without the consent of co-tenants

Tenancy by the Entirety

Deceased tenant's interest automatically passes to his or her spouse and neither spouse may transfer his or her interest without the others consent

Community property

Surviving spouse automatically receives 1/2 of the property with the other half going to heirs of the deceased as directed by will and neither spouse may transfer his or her interest without the other spouse's consent

Fee Simple Absolute

Highest form of ownership that is infinite, has no limitation on inheritability and doesn't end upon the occurrence of nonoccurrence of an event

Fee Simple Defeasible

Qualified fee that grants owner all of the incidents except that it may be taken away if a specified condition occurs or does not occur. i.e., "as long as the land is used as a church"

Adverse Possession

Person wrongfully possessing another's real property obtains title to that if certain requirements are met. These are : a certain time period, open and visible, actual and exclusive, and continuous as well as peaceful.

Eminent Domain

The government power to take private property for public use, provided that just compensation is paid to the private property holder

Non-Possessory rights

these include Easements, Licenses, and Profits

Easements

Right to make limited use of someone else's land without owning or leasing it. These are created by being granted expressly, implied or created by presciption

Easement appurtenant

Owner of one piece of land is given an easement over an adjacent piece of land

Easement in gross

Authorizes a person who does not own adjacent land the right to use another's land

Licenses

Right to enter upon another's property for a specified and usually short period of time. i.e., ticket to movie grants holder right to enter the premises

Profits

Right to remove something from another's real property. i.e., gravel, minerals, grain, or timber

Kelo vs. City of New London

The state of Connecticut could use eminent domain to seize private property to sell to private developers because it was part of an economic develoment plan and did not require a literal public use, but the "broader and more natural interpretation of public use as 'public purpose'" such as creating jobs and increasing tax revenue