Freeman BUS 201 Quiz 2

Creating an agency

- Agreement of the Parties -Ratification of agent's activities by the principal -Application of the doctrine of estoppel -Operation of law

exceptions to employment at will

-Refusing to commit an illegal act -performing a public duty -exercising a public right

Employment at will

-employers are free to discharge employees for any reason at any time -employees are free to quit their jobs for any reason at any time

4 factor test

1. Selection and engagement of the servant 2. Payment of the compensation 3. Power of dismissal 4. Power of control

McDonnell Douglas Test

1. belongs to a protected class 2. met Job qualifications 3. was subject to an adverse employment action 4. the action gave rise to an inference of discrimination

Union memberships

35% public 7% private 11% overall

Investment advisor

A person who, for compensation, engages in the business of advising others as to the advisability of investing in, purchasing or selling securities.

Lewis v. Heartland Inns of America, L.L.C.

Brenda Lewis began working for Heartland Inns in July 2005. Successfully filled several positions. Was promoted; received two merit pay increases; mangers praised her work and the "good impression" she made on customers. After promoted in December 2006, Director of Operations, Barbara Cullinan, saw Lewis for the first time. Told Lewis's supervisor she didn't think Lewis was a "good fit" for front desk - lacked "Midwestern girl look." Said front desk girl should be "pretty" and Lewis was not. January 2007, Lewis's supervisor refused to remove Lewis from front desk. That supervisor was fired. Cullinan then met with Lewis to interview her for position she already held and told here there must be a 2nd interview - never happened. Lewis was fired. She sued for violation of Title VII. Contended she was terminated for not conforming to sex stereotypes & in retaliation for opposing discriminatory practices. District court granted summary judgment for Heartland Inns. Lewis appealed. HELD: Reversed and remanded for further proceedings. Lewis presented sufficient evidence to make a prima facie case on her claims for sex discrimination and retaliation. S. Ct. has said cases of sex discrimination do not compel a women to prove that men were not subjected to same challenged discriminatory conduct. For instance: "employer who discriminates against a women because they won't wear dresses, or make-up, engages in sex discrimination, because it has to do with victim's sex." Heartland had video equipment so Cullinan could inspect a front desk applicant "look" before any hiring. Termination letter to Lewis relied on January 23 meeting with Cullinan. Later, Heartland alleged poor job performance to justify the termination. Heartland did not follow its own written termination procedure - conducting investigation, looking at previous disciplinary record (Lewis had none), etc. Ample evidence to support Lewis's claims.

Employer-Independent Contractor Relationship

Employer hires persons (other than employee) to conduct some sort of task; employer has no control over details of conduct of independent contractor

front pay

If an employee was unlawfully fired, he may be ordered reinstated or the plaintiff may be ordered to be hired if she was improperly not hired. But often this is not realistic, so the plaintiff is given a sum, __ __, to compensate for longer-term damage to a career for not having gained the experience or seniority of the position

Adjudicatory power

Resolve disputes and violations through a judicial type of proceeding

Stock market regulation

SEC regulates

The Registration Statement

a document that an issuer of securities files with the SEC that contains required information about the issuer, the securities to be issued, and other relevant information

special agent

an agent with authority to represent the principal only for specific transactions and usually only for a limited time

Vicarious Liability

an employer can be liable for the actions of employees who were acting within the scope of their employment

general agent

authorized to execute all transactions connected with a certain business

Power of Attorney

authorizes a person or company to act as an agent for a principal

Truth in securities principles

before a security is sold, seller must disclose to prospective investors all material info about the security

Origin of fed level securities regulation

began following the stock market crash of 1929 to prevent manipulation and end abusive processes

Statuatory defenses under Title VII

business necessity professionally developed ability tests bona fide seniority or merit systems bona fide occupational qualification (BFOQ)

Insider trading

buying and selling of stock by persons who have access to info not yet made public

SEC prosecution

can prosecute insiders for acting on material and non-public info

Insider Trading Sanction of 1984

can seek treble the amount gained or loss avoided as well as criminal penalties

Equity Financing

companies raise funds thru sale of company stock; purchases of stock gain an ownership interest in the corporation and have a claim on its future profits

Principal's Duties to Agent

cooperate, compensate, reimburse, indemnify

Administrative agency

created when a problem requires expertise and supervision

Taft-Hartley Act (1935)

defined six additional unfair labor practices, reflecting Congress' perception that some union conduct also needed correction

Affirmative Action

deliberate effort by an employer to remedy discriminatory practices in the hiring, training, and promotion of protected class members

universal agent

designated to do all the acts that can be legally granted to an agent

Legislative or rule making power

develop rules to implement the agency's regulatory policies

Agency fees

employees who choose not to join the union have to pay these fees to the inion for its representation of them during collective bargaining

Regulation of Labor Markets

employers must ensure workers are legally permitted to work in this country

Family and Medical Leave Act (FMLA)

employers must grant workers up to 12 weeks of unpaid leave per year: after childbirth or adoption to care for a seriously ill child, spouse, or parent for an employee's own serious illness

Worker's Compensation

employers must pay premiums for no-fault insurance that compensates workers injured on the job goal = get employees back to work quickly and safely to compensate them for time they cannot work and any disability they may suffer

Terminating an agency

ends when purpose is fulfilled

Securities and Exchange Commission (SEC)

enforces and administers federal securities laws 5 members appointed by President

Wager Act (1935)

ensured the right to join unions and collective bargaining

Actual authority

express or implied, confers the power and the right to change the principal's legal status

Securities fraud

failure to disclose requirements

Securities

financial backbone of the US economy

Vesting Requirements

for employee matching funds, employee will not get those if they leave unless they are vested

Investment Company Act

gives the SEC control over the structure of investment companies

Employee Retirement Income Security Act (ERISA)

goal= guarantee the expectations of participants that benefits will be there when they retire

The Howey Test

how to test if investment is a security 1. an investment of money 2. in a common enterprise 3. w an expectation of profits 4. generated by the efforts of persons other than the investors

Chisarelli case

if defendant is not a corporate insider, but just lucky to get advance info, not securities fraud to use that info

Genetic Information Nondiscrimination Act (GINA)

illegal to discriminate in employment based on genetic info or medical history etc.

enforcement power

impose sanctions to encourage compliance with statutes, an agency's rules, and an agency's adjudicatory outcomes

Insider Trading and Securities Fraud Enforcement Act of 1988

increased max fines and prison terms

Landrum-Griffin Act (1959)

intended to reduce union abuses

Requirements for Judicial Review

jurisdiction reviewability standing ripeness exhaustion

Substantive determinations

lowest level of review; court will defer, standard to overturn is arbitrary and capricious

Agent's Duties to the Principal

loyalty, notification, performance, obedience, accounting

Statuatory Interpretation

main concern is whether agency exceeded authority

Procedural requirements

most intense scope of review

Dirks case

must be manipulation or deception, which involves inherent unfairness for it to qualify as insider trading

Investigative power

obtain needed information to ensure that the statute and agency rules are observed

Debt financing

occurs when a company incurs debt that has to be repaid to those who purchase it (bond holders)

Apparent authority

occurs when the principal creates an appearance of authority in an agent that leads a third party to reasonably conclude the agent has authority to act for the principal

Disclosed Principal

one whose identity is known by a 3rd party at the time a contract is entered into with an agent

Undisclosed Principal

one whose identity is unknown by the 3rd party, who has no knowledge the agent is acting for another

Blue sky laws

origin of state level securities regulation; enacted to prevent sales of worthless securities

Proxies

permission given by a shareholder to another party to vote his shares in the manner he instructs

Collective bargaining

process by which employers and union negotiate a contract

Age Discrimination in Employment Act (ADEA)

prohibits employment discrimination against those over age of 40

Securities Act of 1933

regulates public offerings of securities when they are first sold requires investors be given material info about new securities

Securities Exchange of 1934

regulates trading in existing securities and imposes disclosure requirements on corporations that have issued publicly held securities

Occupational Licensure and Regulation

regulatory authorities require certain requirements be met before operating a business

Sarbanes-Oxley Act (SOX)

requires CEO and CFO of large companies with publicly traded stock personally certify that financial reports made to SEC comply w SEC rules and the info in reports is accurate

Drug-Free Workplace Act

requires all companies with more than $25,000 worth of business with the fed govt to certify they provide a "drug free" workplace

Occupational Safety and Health Act (OSHA) 1970

requires employers to provide employees with a workplace "free from recognized hazards that are causing or are likely to cause death or serious physical harm"

Omnibus Transportation Employee Testing Act

requires employers who operate aircraft, public transportation, or commercial motor vehicles to test their employees for use of alcohol and illegal drugs

Worker Adjustment and Retraining Notification Act (WARN)

requires employers with 100+ full time employees to give advance notice of a plant closing or mass layoff if 50 or more employees will be affected

National Labor Relations Board (NLRB)

reviews unfair labor practice case decisions; usually objecting to labor conditions, joining a union, or participating in union activities

Administrative regulations affect everything

safety, taxes, work eligibility, labor regulations, environmental impact

HazCom

the hazardous communication standard, requires a hazard determination of each chemical, with updates as new info becomes avaliable

Disparate Impact

these cases involve employement practices that appear to be neutral on their face but have a disproportionately adverse impact on employees who are members of a protected class

back pay

to the date discrimination began, either the entire pay that would have been earned or the difference between pay received and what should have been received. Generally, employees must mitigate their damages by seeking other work

Agency

when a person or company (the agent) agrees to act for, or in place of, another person or company (the principal)

Tender offers

when an acquiring company offers stock in the acquiring company, cash, or some combination in exchange for their story

Agency shop

where the workers have voted to have the union as their exclusive bargaining agent