MGMT 200 Bales Midterm 1

Constitutional Law

Supreme law of the land, addresses relationship between individuals and government

Statutory Law

Changing rules created by Congress that include bills, acts, codes, etc.

Regulatory/Administrative Law

Rules and orders passed by Administrative Agencies

Executive Orders

Issued by President, directed towards agencies, based on authority derived from Constitution and acts of Congress

Common Law

Established from court decisions, based on precedent

Courts of Equity

Courts that grant remedies other than monetary damages

Courts of Law

When people sue people for money

Civil Law (private law)

All law that's not criminal, awards monetary compensation, usual standard is "preponderance of the evidence" which means the amount of evidence so the defendant's claim is more likely true than not

Criminal Law (public law)

Made to protect the public from harmful acts of others, standard is beyond a reasonable doubt, includes felonies and misdemeanors

Substantive Law

Defines rights and responsibilities in civil law, and crimes and punishments in criminal law

Procedural Law

Rules in the order in which a court hears and determines what happens in a case

Order of Law

Federal laws have precedent over state laws, state over city, etc.

Order of Court Precedence

Supreme, Federal Appellate, Federal, State Supreme, State Appellate, State Superior, Small Claims

Judicial Review

Allows judiciary to act as a check on the other branches of government

Personal Jurisdiction

The power of a court to force a person to appear before it

Long Arm Statutes and Minimum Contracts

The court can exercise personal jurisdiction over an out-of-state defendant if they have sufficient "minimum contacts" within the state

Corporate Defendants

Corporations are subject to personal jurisdiction when they do business in the state, have their principal office in the state, or are incorporated in that state

Subject Matter Jurisdiction

The power of a court to hear a particular type of case

Courts of Limited Jurisdiction

Limited by subject of lawsuit, amount of money involved, felony/misdemeanor, etc.

Appellate Jurisdiction

Courts of limited jurisdiction that decide if cases from lower courts were properly handled

Federal Jurisdiction

Federal courts that only hear cases that involve a federal question or when parties are in different states and the amount in the controversy is over $75000

Venue

The most appropriate location for a trial

Civil: where defendant resides

Criminal: where the crime occurred

Standing

The party that filed the action in court must have a legally protected interest at stake in the lawsuit

US Supreme Court

Appeals on cases of constitutional law

US Court of Appeals

Appeals challenges to orders from federal agencies

Federal Special Courts

Specific types of cases heard (tax, trade, etc.)

US District Courts

Hear cases related to violations of federal law

State Supreme Court

Hears appeals from lower courts

State Superior Court

Hears serious cases (most trials held here)

State Special Courts

Smaller cases (traffic, divorce, etc.)

Litigation

When two parties come together to solve a dispute without a third party or court

Mediation

When the parties hire a neutral third party to act as a facilitator

Binding Negotiation

The two parties agree to if they can't make a decision, the mediator can make a legally binding decision for them

Arbitration

Two parties present their arguments in front of an arbitrator at a hearing who then makes a decision, can be binding or non-binding (if non-binding, dispute moved to court)

Appealing Arbitration

When the losing side appeals, a court determines whether the arbitration award was valid

Sarbanes-Oxley Act

Requires companies to set up confidential reporting systems so people can report illegal and unethical practice

Utilitarianism

Category of ethics that determines what is the best approach for the greatest number of people

Rights Based Ethics

Places primary emphasis on a person's individual rights

Duty Based Ethics

Focuses on performing one's morally correct duty to various people and institutions

Justice Based Ethics

Infers that every citizen should have access to the same social programs

Virtue Based Ethics

Emphasis on character traits more than the decisions and principles involved

Comity

When nations recognize and defer to the laws of other nations

State Doctrine

Acts by a state in it's own territory can't be challenged by another state

Sovereign Immunity

Government cannot be sued without it's consent

Foreign Corrupt Practices Act

Enacted to prohibit the bribery of foreign officials, also requires the companies whose securities are in the US to meet GAAP

Attorney-Client Privilege

Attorney cannot reveal information about a client's representation without the client's consent

Executive Agencies

Type of administrative agency which includes a cabinet department and has a single director appointed by the government (Department of Labor, Department of Education, etc.)

Independent Regulatory Agencies

Type of administrative agency outside of federal executive departments (Environmental Protection Agency, Federal Trade Commission)

Rule-making Procedures for AA's

Notice of proposed rule-making (30-60 days), and they should respond to all comments that bear directly to the rule

Informal Administrative Agency Actions

Can include supervision, investigation, publicity

Exhaustion Doctrine

Party seeking court review must first exhaust all administrative remedies before filing suit

Ripeness Doctrine

Court will not review administrative decision until it is "ripe" for review

Federalism

Form of government the US created where states and national government share powers

Preemption

When there's a direct conflict between federal and state law, federal trumps state

Commerce Clause

Regulates commerce among states, foreign nations, and Native American tribes

Privileges and Immunities Clause

Prevents a state from imposing unreasonable burdens on citizens from another state

Full Faith and Credit Clause

Any acts or records in one state will be recognized by another

Highest Freedom of Speech Protection

Reserved for opinion-based speech, protected by Strict Scrutiny Test

Strict Scrutiny Test

There must be compelling governmental interest and the least restrictive means used of achieving that interest

Middle Protected Freedom of Speech

Commercial based, symbolic speech, prior restraint

Prior Restraint

Government censorship of information before it is published or broadcast

Due Process Clause

The right to a fair trial

Procedural Due Process

The right to a notice and hearing before the deprivation of life, liberty and property

Proprietorship

Single owner business

Partnership

Co-owned business

Limited Partnership

Businesses where at least one partner controls a business's operations and is personally liable

Limited Liability Companies

Where the owner exists as a separate entity from the business so the owner can't be held personally responsible for the business debts

Limited Liability Partnerships

One partner is not liable for another partner's misconduct

Corporations

Businesses with a separate legal status apart from owners

Franchise

An arrangement where the copyright owner liscenses others to use the copyright

Proprietorship Advantages/Disadvantages

Direct control, less expensive, no documents to file, no separate taxes, but unlimited liability

Partnership Advantages/Disadvantages

Direct control among partners, less expensive, not taxed separately, but unlimited liability, and partner can sell their ownership very easily

Union Partnership Act

Governs sharing of profits/liabilities/responsibilities in a partnership business

Limited Partnerships Advantages/Disadvantages

Liability of limited partners is limited to amount of investments, may invest without having to be involved in operations, but general partner subject to unlimited liability and limited partner can't sell ownership unless it's registered

Limited Liability Companies Advantages/Disadvantages

Liabilities limited to the amount of investment, maximum flexibility, but filings must be made and sale of interest is subject to state and federal law

Limited Liability Partnership Advantages/Disadvantages

Liabilities limited to the amount of investment, may structure operations according to partnership agreement, but filings must be made with state and ownership interest is not easily transferred

Corporation Advantages/Disadvantages

Liability limited to amount of investment, transferrable stock holding, but more expensive, double taxation, and managers might manage for their own interests

De Jure Corporation

All requirements for incorporation are met

De Facto Corporation

Corporation that has not met the requirements of state incorporation statute, but courts recognize it as a corporation for most purposes to avoid unfairness to third parties who reasonably believed it was properly incorporated

Corporation by Estoppel

Corporation prevented by court from denying its corporate status

Classifications of Corporations

Domestic: operates within the state of incorporation

Foreign: doing business in a different state than the state of incorporation

Alien: formed in another country

Public: formed by government

S Corporations

A unique government creation that looks like a corporation but is taxed like sole proprietorships and partnerships (the really small, domestic corporations)

Rights of Shareholders

Right to participate in meetings, to vote on corporate matters, to dividends, and preference over other purchasers of stock

Watered Stock

When the corporation sells stock for less than the fair market value, and the shareholder who receives the stock must pay the difference to the corporation

Price Fixing

An agreement between competitors to raise or fix prices for products and services

Bid Rigging

When bidders on a contract plan or conspire to manipulate the outcome of a bidding process

Cartel

Group of entities who collude with one another in an effort to dominate the market

Interstate Commerce Act 1887

Established the ICC (Interstate Commerce Commission) - monitors the business operation of carriers transporting goods and people between states - created to regulate railroad prices

Sherman Act 1890

Makes monopolizing a market, cartels, and other collusive arrangements illegal

Clayton Act 1914

Strengthened Sherman Act, outlawed certain anticompetitive practices not prohibited by the Sherman Act, including price discrimination, tying contracts, exclusive dealing, interlocking directorates, and buying the corporate stock of a competitor

Securities Act of 1934

A law governing the secondary trading of securities in the US; established the SEC (Securities and Exchange Commission).