LEGL 2700 Final Terms

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security

owning a piece of a business that others are managing; any note, stock, treasury stock, bond, debenture, evidence of indebtedness, etc

securities and exchange commission (SEC)

agency at the federal level that is responsible for administering the federal securities laws; consists of five commissioners; possess quasi-legislative and quasi-judicial powers

blue sky laws

state level laws that regulate the offer and sale of securities

securities act of 1933

the first major federal law regulating the securities industry; it requires the disclosure of info to the potential investors; info must be true and not misleading

issuer

individual or business organization offering a security for sale to the public

underwriter

anyone who participates in the original distribution of securities; sells securities for issuer or guarantees the sale

seller

anyone who contracts with a purchaser causing the purchase to occur

registration statement

detailed disclosure of financial info about the issuer and controlling individuals

prefiling period

period during which it is legal to engage in preliminary negotiations and agreements with underwriters; illegal to sell the securities

waiting period

period that is generally 20 days long to allow the SEC to review; still illegal to sell the securities; not illegal to solicit offers, just can't accept them yet and form contact

posteffective period

period during which it is now legal for sales to commence

prospectus

contains financial info related to issuer and controlling persons; provided to interested investor; just conform to the statutory requirements (does not mean it is a good investment!)

securities and exchange act of 1934

federal law that regulates transfers of securities after the initial sale (secondary market); created the SEC; illegal to sell unregistered securities on national exchange; registration requires filing prescribed forms with stock exchange and SEC

rule 10b-5

principal anti-fraud rule on secondary market fraud issues; civil and criminal sanctions; applies even if not a registered security

insider trading

the crime of trade on material, non-public information

tippee

the person who learns of material, non-public information from an insider

tipper

the insider who discloses material, non-public information

misappropriation theory

person is a "temporary insider" if he/ she conveys or uses material, non-public information for money-making purposes

sarbanes-oxley act of 2002

applies to all public companies in the US and international companies registered with the SEC; revitalization of the SEC (increased budget, increase power over governance issues, etc.)

public company accounting oversight board

monitors accounting firms that audit public companies; requires auditing firms to refrain from conducting non-auditing services

section 302 of SOX

requires CEOs and CFOs to certify the accuracy of the quarterly and annual financial statements (might sign off personally)

section 404 of SOX

mandates the certification of internal financial controls on an annual basis

dodd frank

\_____ \______ Wall Street Reform and Consumer Protection Act of 2010; addresses many issues of financial reform; congress created new administration agencies to achieve the goals (1. structural reforms to the financial system, 2. greater individual consumer protections)

JOBS act of 2012

goals of this act were to ease burdensome federal regulations, allow individuals to invest in start-ups through relaxed rules

title 2

this title of the JOBS act allows companies to advertise that they are seeking investments (must be accredited investor)

title 3

this title of the JOBS act allows a company to raise up to $1 million by selling securities (crowdfunding)

title vii of civil rights act of 1964

the purpose of this act was to eliminate job discrimination based on race, color, religion, sex, or national origin; only applies to companies with 15 or more employees

discrimination

discharge, refusal to hire, lack of compensation, lack of promotion, and different terms/ conditions/ privileges of employment are all examples of what

disparate treatment

discrimination when the employer intentionally discriminates (directly/ obviously)

retaliation

discrimination when there are adverse employment actions against an employee for bringing a claim

disparate impact

discrimination when there is a discriminatory effect (indirectly/ subtly)

bonafide occupational qualifications (BFOQ)

legally discriminating qualifications based on gender, national origin, and religion

business necessity

a defense to allegations of employment discrimination in which the employer demonstrates that an employment practice that discriminates against members of a protected class is related to job performance

age discrimination in employment act

1967 law that protects employees or applicants against discrimination based on age; protects age 40 and above; prohibits mandatory retirement (exception is high level employees like CEOs or when safety is a concern)

disability

any physical or mental impairment that substantially limits an individual's major life activities

americans with disabilities act (ADA)

legislation that helps people with disabilities to get work; prohibits employers from requiring a pre-employment medical examination and asking questions about medical history; requires employers to make reasonable accommodations

pregnancy discrimination act

legislation that states employers cannot discriminate against women who become pregnant or give birth; employers with health or disability plans must cover pregnancy and childbirth and related medical conditions

equal pay act

legislation that prohibits an employers from discriminating on the basis of sex in paying wages performing the same work under similar working conditions in the same establishment; allowed if it arises from a seniority or merit system; courts have said equal does not mean identical

quid pro quo

sexual harassment in a "this for that" format; could be a positive or negative tradeoff but is still harassment

hostile work environment

a form of sexual harassment in which unwelcome and demeaning sexually related behavior creates an intimidating and offensive work environment

equal employment opportunity commission (EEOC)

a federal agency that possesses the authority to hold hearings, obtain evidence, and subpoena and examine witnesses under oath; reviews cases and issues "right to sue" letter which is needed to file in court

fair labor standards act (FLSA)

federal law that establishes a minimum wage; states have their own minimum wages as well; must pay overtime pay when working over 40 hours; outlaws child labor and limits labor for teenagers; applies only to non-exempt employees

family and medical leave act (FMLA)

act that says "eligible employees" of "covered employers" can take up to 12 weeks unpaid leave during a 12-month period for... 1. birth and care of newborn child of employee, 2. adoption/ foster care, 3. caring for immediate family member (spouse, minor child, or parent of employee) with serious health condition, 4. serious health condition of employee

employment at will

a common law doctrine under which either party may terminate an employment relationship at any time for any reason, unless a contract specifies otherwise

criminal law

law that protects society from wrongs; the government is the party prosecuting; needs to be beyond a reasonable doubt

white-collar crime

any illegal offense that occurs in a business or professional setting; committed to harm the business, get personal gain, or get business gain

civil

types of penalties against this includes damages or equitable relief

criminal

types of penalties against this includes fines, prison sentences, probation, community service, etc

felony

a serious crime for which the punishment is a fine or jail \> 1 year

grand jury

a jury of 12 to 23 persons who, in private, hear evidence presented by the government to determine whether persons shall be required to stand trial. If the jury believes there is sufficient evidence that a crime was committed, it issues an indictment

misdemeanor

a crime for which the punishment is a fine or jail < 1 year

intent

willful or knowingly doing something

nolo contendre

a plea in a criminal prosecution that means "no contest"

sarbanes-oxley act

a law passed by congress that is increasing the prosecution of white-collar criminals

4th amendment

this amendment protects individuals and corporations from unreasonable searches and seizures by the government

5th amendment

this amendment protects the accused from being compelled to testify against oneself and guarantees a grand jury

double jeopardy

individuals cannot be tried twice by the same government entity for the same crime (does not protect two prosecutions- fed and state)

6th amendment

this amendment provides multiple protections that offer the right to a speedy and public trial, trial by jury, be informed of the charges against oneself, confront the accuser, subpoena witnesses in one's favor, and have the assistance of an attorney

8th amendment

this amendment prohibits the government from imposing excessive bail, excessive fines, and cruel and unusual punishment

larceny

theft of personal property

embezzlement

when someone takes the resources of a business for their own

burglary

the unlawful entry of a structure to commit a felony or theft

robbery

stealing with force

scheme to defraud

plan designed to take from a person the tangible right of honest services

theft by deception

taking another's property under false pretenses (words or conduct that create a false impression)

conspiracy

agreement or partnership for criminal purposes (two or more people)

overt act

any event knowingly committed by a conspirator to accomplish some object of conspiracy (planning is not conspiracy, need actual actions)

cyber crime

when a person intentionally accesses a computer without authorization or exceeds authorized access to obtain classified, restricted, or protected data; is subject to criminal prosecution

electronic theft

hackers steal money, trade secrets, personal records, and customer lists

phishing

fake links that cause viruses

randomware

locking down data for a ransom

role of scarcity

need for resources outstrips the supply of those resources

state controlled/ communism

government controls all resources and directs how they are divided up between citizens

property-based/ capitalism

enact laws that enable citizens to acquire, possess, use, and transfer scarce resources

private property

property owned by individuals or companies; established necessary conditions for capital formation; movable resources (tangible and intangible)

real property

land, interests in land, buildings (surface, air, subsurface, fixtures, etc)

exchange

most common way of acquiring property; buying things, providing services- contracts

un-owned

type of possession; if property is this (including abandoned), rule of first possession

lost

type of possession; if attained this way, you own it unless the rightful owner comes back for it

mislaid

type of possession; ex) if you leave something somewhere and forget about it, but you know where it is; owner of premises and owner can come back for it

adverse possession

the actual, open, notorious, hostile, and continuous possession of another's land under a claim of title. Possession for a statutory period may be a means of acquiring title.

confusion

property acquisition that occurs when fungible goods are mixed together (goods that are identical/ interchangeable)

accession

property acquisition that occurs when you add something new; ex) you see an abandoned boat on the side of the road and restore it, but then the owner shows up and says he wants it back

gift

property acquisition; a promise isn't legally bound, but intent and transfer means you can't take it back

unclaimed property

when a company cannot locate the rightful owner of property

escheatment

forfeiture of property to state for lack of heir

fee simple absolute

the maximum possible estate; "to michelle forever"

fee simple defeasible

type of property ownership; "to michelle as long as it is used for..."

life estate (present interest)

type of property ownership; "to michelle for life, for michelle" (cannot give to anyone else)

life estate (reversion interest)

type of property ownership; "to michelle for life, then back to kathy" (

remainder interest

type of property ownership; "to michelle for life, then to jim"

leasehold estate

type of property ownership; "to michelle, as a tenant, for 12 months"

tenancy in common

co-ownership of property; "to jason and julie," if jason dies, it doesn't automatically go to julie

joint tenancy

a form of co-ownership; "to jason and julie as joint tenants with right of survivorship;" if jason dies, it automatically goes to julie

easement

a right to use the land of another in a certain way- many variations including paying for the right to use the land, public utilities

easement by prescription

an easement similar to adverse possession; openly, wrongfully, period of time between 15-20 years

natural easement

an easement by necessity; the landscape itself creates the need for an easement

bailment

arises when you entrust someone with your property to be returned in the future; the owner (bailor) entrusts their property to someone else (bailee)

reasonable care

this is the duty of care used for the mutual benefit of both parties in a bailment

slight duty of care

this is the duty of care used for the sole benefit of the bailor in a bailment