LEGL Exam 3 Struggle Words

1933 Act liability violations

criminal punishment

civil liability

remedy

section 10b-5

a civil action my be brought when an investor is deceived by a party

required documents in the 1933 act

registration statement

prospectus

3 registration time periods

prefiling

waiting

posteffective

tender performance

offer to perform under contract

frustration of purpose

an unexpected event destroys the main reason or purpose for entering contract

tender of delivery

the seller must make goods available to a buyer

remedies for breach of contract

compensatory damages

consequential damages

liquidated damages

specific performance

recission

injunction

recission

canceling a contract and returning parties to their original states

beneficiaries

benefits in a contract

donee

incidental

credit

assignment of contract

transfer of rights under contract

uniform securities act

It sets rules for states to follow to make sure investments are sold honestly and investors are protected.

due diligence defense

A legal defense used by people or companies accused of securities fraud. They argue that they carefully investigated the information and reasonably believed it was accurate before selling securities.

uniform trade secrets act

protects a businesses confidential information

securities litigation uniform standards act

A law that prevents most securities fraud class-action lawsuits from being brought under state law instead of federal law.

parties involved in initial sale of securities

issuer

underwriter

controller

seller

5 jobs of Sarbanes-oxley

CEO accountability

internal controls

auditor independence

PCAOB

whistleblower protection

private securities litigation reform act of 1995

specificity must be used when filing under section 10b-5

establishing existence of trade secret

conductiong a trade secret audit

trademark dilution act

protects famous brands from losing their recognizability

hybrid business forms

limited partnerships

s corporation

LLC

LLP

5 things to consider when selecting a businesses organizational form

cost

continuity

management

liability

tax

tactics to avoid double tax

create an LLP, S corporation, don’t distribute dividends

limited partnership

Some partners run the business and take on more risk, while others mainly invest money and risk only what they invested.

S corporations

A corporation that passes its profits and losses directly to its owners' personal tax returns, avoiding most corporate-level income taxes

third party rights

beneficiaries

novations

assignment of contracts

economic espionage act

a law that prohibits stealing for copying trade secrets w/o permission

no longer reasons to deny trademarks

disparaging and immoral

preserve trade secrets by

Security

Identifying secrets

Limited access

Education

Nondisclosures

Talking quietly

3 non-patentable subject matters

mere abstract idea

building blocks of universe

natural phenomena

consent order

resolved an alleged violation w/o requiring full court trial

rules for valid quasi-judicial legislation

definite

limited

requirements for quasi-judicial review by ALJs

standing to sue

definite, limited

authority within scope

characters within agency law

principal

agent

independent contractor

third party

4 parts of IP

justification

importance

competition

capturing

5 reasons for agencies

specificity

expertise

protection

services

regulation

4 functions of agencies

rule making

adjudicating

advising

investigating

6 excuses for non-performance

force majeure

impossibility of performance

waiver

release

commercial impracticability

frustration of purpose