BL 300 Final Exam

what types of entities have the least amount of liability (no personal liability for being an owner)?

1. C and S Corporations: all owners (shareholders) 2. limited partnership: for LIMITED partners only 3. LLC: all owners (members) 4. L3C: all owners (members) 5. benefit corporations: all owners (shareholders)

ways to lose trademark rights

1. actual abandonment: when owner discontinues use of mark with intent not to resume use (2 years of nonuse) 2. constructive abandonment: when owner does something / fails to do something that causes mark to lose its distinctiveness e.g. mark falls into genericism through improper use

2 options for piercing the corporate veil

1. alter ego theory: (much more likely to be used than other) when owners of a corporation have mingled their own affairs with those of the corporation to the point that the corp. does not exist as a distinct entity, it's an alter ego of its owners. court will consider a. domination by controlling shareholder (with control, can't just be this), b. commingling of assets, and c. bypassing of formalities to determine if alter ego of a shareholder 2. undercapitalization theory: when corporation is a separate entity but its lack of adequate capital allows it to avoid potential liabilities. to undercapitalize: leverage entity in every way you can and do not insure

when does a company have 1. a duty to correct and 2. a duty to update?

1. company has duty to correct when it makes a historical statement of material fact that at the time made was believed to be true, but it turned out to not be true 2. company has duty to update (more limited) when the fact is material (must be) and was a forward-looking statement. if investors relying on previous statements, company can be liable for failing to disclose the new info

primary stages of an IPO in order

1. due diligence 2. file registration statement with SEC 3. SEC review (waiting / quiet period, roadshows ASK). roadshows can occur during quiet period, but have to be very careful with what you say. 4. going effective (able to sell securities)

4 ways employer liable for hostile environment harassment

1. employer intends harassment 2. high-ranking employee is alter ego of employer 3. employer is negligent 4. agency relation: if there is a tangible job action (quid pro quo), employer is ALWAYS liable. if there isn't a tangible job action, employer will NOT be liable if they prove a. they took reasonable care to prevent / correct harassing behavior AND b. employee did not report it

which types of entities have the most liability (unlimited personal liability for owners)?

1. general partnership: all owners, so all partners 2. limited partnership: for those who are GENERAL partners (limited partners assume no liability beyond capital they've invested, and they have no right to participate in management of partnership)

2-part rule for invasion of privacy and example

1. intrusion has to be objectionable (offensive, in employment. determined by extent of business interest in intruding) AND 2. person who alleges an invasion of privacy must have a reasonable expectation of privacy. Apple searching employee bags after they clock out NOT objectionable because they have a business interest in preventing shrinkage

4 requirements for trade secrets program

1. notification: written notice so all employees / other parties who work with them made aware of trade secret program e.g. NDA 2. identification: specifics with limited number of umbrella categories 3. security: measures taken to make sure trade secret is kept secret from public. disclosure (accidental/not) destroys legal protection for it. access should be limited on need-to-know basis 4. exit interviews: for employees who had access to trade secrets. opportunity to reinforce confidentiality agreement

3 categories of wrongful discharge

1. public policy exception: most frequent exception to employee-at-will, can't fire for reason that violates public policy (e.g. asked to to something illegal, doesn't) 2. implied contracts: parties' conduct is sufficient to imply a contract that limits employer's right to discharge 3. implied covenant of good faith and fair dealing: least common exception, can't fire someone in order to deprive him / her of compensation already earned

3 buckets for illegal firing reasons

1. unlawful discrimination: protected groups: race, color, religion, gender, age, national origin, disabled, pregnant, others 2. contracts: union agreements, written contracts, verbal contracts (VCs enforceable if under 1 year) 3. misc. federal / state law: wrongful discharge (3 categories), whistleblowing

2 requirements to prove copyright infringement

1. work in question is substantially similar to protected expression AND 2. alleged infringer had access to plaintiff's work

what is experts' liability for material misstatements / omissions of fact?

AUDITORS. if in expertise part: need to have conducted reasonable investigation. if in non-expertise part: NO liability. ID WHERE THE MISSTATEMENT IS IN QUESTION

tax structure differences

C Corps are double-taxed: both corporate and shareholder levels of taxation. corporation pays tax on income generated by business, and shareholders pay tax on that same income when it is distributed as dividends. entities with pass-through tax structures (company doesn't pay tax as a separate entity): general partnerships, LLPs, LLCs, S corporations (closely held), limited partnerships

useful article doctrine

COPYRIGHT protection does NOT extend to the useful application of an idea. when an artistic work cannot be separated from and exist independently of utilitarian aspects, it's not protectable. Batmobile WAS protectable because you could separate artistic element from utilitarian car function, so it was ID-ed as work of artistic craftsmanship, protectable. NOT protecting it as a car.

ASK if diagram applies to both '33 and '34 act violations!

ONLY applies to '33 Act section 11. only applies to section 11 registration statements. anyone can violate section 10b, unlike only few who can violate section 11. SEND COPY OF A RESUME!!

if board A agrees to board B's merger offer and there will be a controlling shareholder now

REVLON applies to company A, still need to accept best offer of value for shareholders since they're losing control

if board A agrees to board B's merger offer, there will not be a controlling shareholder, and A's shareholders are compensated with CASH

REVLON applies, still need to accept best offer of value for shareholders since they're being bought out

hostile environment harassment

THREAT that is NOT carried out of adverse job action in retaliation for rebuffing sexual advances is an example. for hostile environment, the sexual harassment must be 1. sufficiently SEVERE and / or PERVASIVE to 2. affect the workplace for the employee. simple teasing, offhand comments, and isolated incidents that are NOT extremely serious will not amount to discriminatory charges. conduct must be EXTREME.

if board A agrees to board B's merger offer and dispersed control will continue, no controlling shareholder coming in

UNOCAL applies, board needs to prove 1. had reasonable grounds for believing unwelcome suitor posed threat to corporate policy / effectiveness AND 2. defense was reasonable response to threat

if board A agrees to board B's merger offer, there will not be a controlling shareholder, and the shareholders are compensated with STOCK

UNOCAL applies, board needs to prove 1. had reasonable grounds for believing unwelcome suitor posed threat to corporate policy / effectiveness AND 2. defense was reasonable response to threat

what is a material fact?

a material fact is one that a reasonable investor would consider important in deciding how to act

what is a violation of section 11 (of '33 Act)? who is always liable?

a violation of section 11 of '33 Act is IN REGISTRATION, either 1. contained false or misleading statement of material fact OR 2. omitted a material fact necessary to keep registrations from being misleading. the ISSUER is always liable with a section 11 violation

general partnership

an association of two or more people to CARRY ON as co-owners of a business for a profit. can't be joint venture or renting out cabin for a few weeks. every partner in general partnership has duty of care and duty of loyalty. point of duty of loyalty is so you don't have to investigate all that other partners are doing. if not specified in partnership, ALL partners must agree to new partner, and EVERY PARTNER has agency right to bind general partnership into contracts.

neutral criteria definition for employment law

anything that isn't covered on list of title VII categories e.g. hiring based on blonde hair. however, certain neutral criteria could be illegal under disparate impact because some protected group is burdened e.g. some races have more prevalence of blonde hair than others

fraud on the market theory for reliance with 10b-5 case (3 requirements for market)

based off efficient capital markets hypothesis, which says that in an 1. efficient, 2. open, and 3. developed securities market, the price of a company's stock reflects its true value. generally accepted, seen as checking a box for RELIANCE with publicly traded companies because they operate in a "strong market," enough activity / trading occurring

BFOQ

bona fide occupational qualification, defense to disparate TREATMENT. not available when discriminatory treatment based on person's race or color. need to prove decision criteria was absolutely necessary for job e.g. privacy (restroom attendants) and importance of physical attributes (actors) defendable under BFOQ. CANNOT use customer preference as basis for BFOQ, see SW airlines.

'34 Act

builds on '33 Act, implements policy of continuous disclosure. public companies required to file periodic reports with the SEC. can file rule 10b-5 case under this. if company chooses to disclose when it doesn't have to, needs to tell whole / all truth. there is NO exception with saying you were maximizing shareholder value in not telling all truth

whistleblower case (with wrongful discharge) specifics

burden is on company in whistleblower case to prove person wasn't fired for reporting wrongdoing, was fired in legal way. court will look at proximity and time of whistleblowing event with defense's reason for firing

duty of CARE with entities / governance

business judgment rule applies

rules for private offerings of securities under rule 506(b) of Regulation D

can sell to unlimited number of ACCREDITED investors, up to 35 others, cannot use general solicitation or advertising (must have previous relation with investor, so investment banks used, still need to file form with SEC

straight voting

casting 1 vote per share owned for each nominee. so, a person owning 51 shares can cast 51 votes per vacant director position. so, someone who owns more than half the voting stock can elect the entire board of directors

LLC

combines tax advantages of pass-through entity with limited liability advantages of a corporation (even controlling members in LLCs can limit liability to amount invested, and all owners can participate fully in the management of the business)

de jure corporation, de facto corporation, corporation by estoppel

corporation exists by statute, not common law. so if incorp. done wrong, can be denied corp. status. de jure corp: when incorporation has been done correctly. de facto corp: if incorporators didn't comply substantially, but treating entity as corp. by fact even though it is NOT a corp. by law. incorporators must demonstrate they were unaware of defect and made good faith effort to incorp. correctly. corp. by estoppel: if third party acts as if it was doing business with a corporation, the THIRD PARTY is prevented from claiming the enterprise is not a corporation, can't get at owners

piercing the corporate veil

courts striking down limited liability of corporations and holding shareholders liable for claims against corporation. need to pierce only comes up if corporation unable to pay its own debts. getting to owner (shareholder), not officer / director unless they own stock

type of voting that is better for minority shareholders and equation

cumulative voting better for minority. number of shares req. to elected given number of directors = (given number of directors x total number of shares voting) / (1+total number of directors to be elected) +1. x = (y x z)/(1+d) +1. see page

first sale doctrine

defense against copyright infringement. once a copyright owner sells copyrighted item, he has exhausted statutory right to control distribution. student won reselling of textbooks case (bought cheap in Thailand, then resold in US) because Court found that if first sale doctrine imposed geographic limits (argument only for sale in Thailand), wouldn't be able to display artwork in a country it wasn't bought in

fair use doctrine

defense against copyright infringement. person can infringe on copyright owner's rights without liability if it's for activities such as lit. criticism, social comment, news reporting, education, scholarship, or research. if new work deemed transformative, there is no infringement. includes parody

business necessity

defense to disparate impact where criteria is "related to safe and efficient job performance and consistent with business necessity" AND no less discriminatory alternative criteria exists

revlon mode

directors have fiduciary duty to obtain best available VALUE for shareholders

compliance programs with duty of care

directors need to ensure appropriate compliance programs are in place, must remain informed about these programs. if they do, and serious legal violations occur, directors not liable

2 types of disparate treatment

discriminating based on a protected category. 1. direct evidence ASK and 2. prima facie: prove this type of case by showing 1. she is member of protected class and 2. she denied position / benefit that she sought, for which she was qualified, that was available

religious accommodation cases

employee needs proof via direct evidence or prima facie case. employers are required to reasonably accommodate religious beliefs. employer CANNOT argue customer perception when discriminating. employer could argue that employee doesn't have prima facie case, that person was reasonably accommodated, or that employer doesn't have to reasonably accommodate them because it would be undue burden to do so. employers need to TRY to accommodate in order to get some deference from courts

firm commitment underwriting v. best efforts underwriting

firm commitment: underwriters agree to purchase entire offering (usually at discount from public offering price), sell to public, shifting risk onto underwriters. best efforts underwriting: underwriters don't buy stock, but agree to use best efforts to find buyers at agreed-upon price. risks are left with issuer

dilution definition

for TRADEMARKS. comes from blurring or tarnishment. dilution esp. occurs when products not as good of quality. blurring: when nonfamous mark reduces the strong association between the famous mark and its products. tarnishment: when famous mark used in connection with goods of inferior quality, resulting in damage to positive image associated with products bearing famous mark

duty of LOYALTY with entities / governance

formalizes law's approach to conflicts of interest. RMBCA (ASK): transaction made with conflict of interest is ok if 1. full disclosure made of conflict, THEN 2. either majority of disinterested directors approve the transaction OR a majority of shareholders approve transaction. otherwise court will review transaction for fairness to corp.

patent definition and 3 types

government-granted right to exclude others from making / using / selling an invention 1. utility (most common, 20 years protection) 2. design 3. plant (not covered). if something is naturally occurring, NOT patentable

loss causation for 10b-5 securities fraud case

hardest to prove of 7 elements, looking to see if misleading statement artificially affected market price. need to prove stock price increases after misstatement (price is artificially inflated) AND that price decreases significantly after truth revealed. LOOK for other variables for reasons why stock price changed

recommendations for having board be informed, thus protected by business judgment rule

have info in advance of board meeting, deliberate carefully, and hire investment banker in order to be informed. reasonably informed does NOT mean perfect info

horizontal commonality v. vertical commonality for determining if business sold securities

horizontal commonality: for common enterprise. pooled together resources, all investors get profits or none do, "big basket together" for collections. ALWAYS ENOUGH. if it's "your payphone," you get profits or losses from just that one, it's vertical commonality, not enough to prove it's an investment contract. many don't accept solely vertical. vertical commonality: investor and promotor setup. profits separated out by each investor

when does company have duty to disclose corporate developments in order to avoid 10b-5 omission charge?

if company or its insiders 1. trade in its securities 2. recommend trading to someone else, or 3. disclose the information as a tip (to just 1 person), then company has duty to disclose. just because a fact is material doesn't mean you have to disclose it, just in the above scenarios.

business judgment rule

if directors made an informed decision with no board members having an unacceptable conflict of interest, then they're covered by rule, win lawsuit brought by shareholders. if directors 1. were interested in the transaction, 2. did not act in good faith, 3. acted in an irrational way, OR 4. reached decision by negligent process, directors NOT protected by rule. only applicable if they made informed decision

what is non-experts' liability for material misstatements / omissions of fact?

if in expertise part: can rely on experts unless they know something's wrong, red flags come up. need to conduct thorough investigation then. if in non-expertise part: need to have conducted reasonable investigation

limited partnerships and securities

if only 1 limited partner in limited partnership, no horizontal commonality, so not necessarily a security. if more than 1 limited partner, though, limited partnership IS a security because profits some from efforts of others, no right to take part in control of partnership business

how is ownership in a general partnership determined?

if there is no formal contract, need to pay attention to original structure / initial conversations. if no contract, all equal ownership regardless of amount of capital / management skills contributed

Howey test (4 elements)

if transaction involves 1. an investment of money 2. in a common enterprise 3. with profits that come 4. PRIMARILY from efforts of others, transaction is deemed to be an investment contract and thus a security

economic espionage act

imposes criminal liability on those who knowingly / intentionally steal trade secrets or knowingly receive / buy wrongfully obtained trade secrets. person misappropriates a trade secret when he 1. uses / discloses trade secret of another OR 2. learns of a trade secret through improper means

unocal mode

in most cases, this applies, test relatively easy to meet. applies business judgment rule to takeover cases given that the directors can show 1. they had reasonable grounds for believing the unwelcome suitor posed threat to corporate policy / effectiveness AND 2. the defense was a reasonable response to the threat. response cannot be coercive (force people into doing something) or preclusive (keep someone from doing something e.g. renegotiation)

employment-at-will

in the absence of an employment contract to the contrary, employer can fire employee for any reason / at any time as long as reason doesn't violate the law. US unique to other countries in that only one state requires good cause to fire

remedies for patent infringement

injunctive relief (limited cases, if money enough, will allow infringement to continue with damages correction). damages based on patent holder's lost profits (expensive to calculate), infringer's profits, or a reasonable royalty. court has discretion to increase damages up to 3x AND legal fees in exceptional cases

4 utility patent requirements

invention must be 1. novel (not previously known / used by others) 2. nonobvious 3. useful (practical or real-world benefit) AND 4. patentable as to subject matter (must be a process, machine, manufacture, or composition of matter, or an improvement thereof

if board A agrees to board B's merger offer, there will not be a controlling shareholder, and the shareholders are compensated with both CASH AND STOCK, MIXED

it depends on which rule applies. probably depends on whether it's majority cash or majority stock compensation. if majority cash, revlon. if majority stock, unocal.

who can file lawsuits under 10b-5?

lawsuits usually brought by shareholders (private parties), but can also be brought by DOJ or SEC. only DOJ and SEC can bring aiding / abetting cases

copyright definition and owner's 5 exclusive rights

legal right to prevent others from copying an original expression embodied in any original work of authorship fixed in a TANGIBLE medium. copyright protects the EXPRESSION of the work, not the underlying ideas. can't copyright idea or business plan, just expression of it e.g. the way you write it up. can't copyright facts, but you CAN copyright way they're stated e.g. in brochure, arrangement. exclusive rights to 1. reproduce 2. distribute 3. display 4. publicly perform the work 5. create derivative works (works based on copyrighted work).

trademark definition

legally protected word or symbol that identifies source of goods or services. does NOT protect against the duplication of a product or service (unlike other IP forms studied), but protects against unfair use of company's brand or other identifying mark. get better legal protection by filing with PTO. protection can be lost by term becoming generic

which investors can file for 10b-5 case?

liability only extends to investors who bought / sold stock AFTER material misstatement / omission

what type of entity has "medium" amount of liability?

limited liability PARTNERSHIP: all owners (partners). usually no personal liability for owners for company's debts or malpractice of another partner unless you supervise them or they work for you

L3C

low-profit limited liability company. created to allow pseudo-nonprofit that accepts private foundation donations, unclear though if allowed. L3Cs must have primarily charitable purposes, profit is secondary. evades strict disclosure requirements of nonprofits

direct infringement on patent

making, use, or sale of any patented invention within the US during term of US patent. can be committed innocently and unintentionally. if innocent infringement (partial defense), no damages can be recovered until infringing company knows of infringement

4 ways to make it more likely that you have a trade secret

more 1. time 2. effort 3. expense = better protection, 4. difficult to duplicate

benefit corporation

must have 2 purposes: 1. profits for shareholders 2. creation of general public benefits. certified by B Lab as meeting their standards for social performance

limited partnership and partner differences

need to form as legal entity with state. must have 1+ general partners, 1+ limited partners (passive investors). general partners: control and personal liability are both unlimited. LLC or corporation can be seen as a general partner. limited partners: limited activities, NO right to management (otherwise they lose limited liability), liability limited to capital contribution

language proving employees are unfit for further service

needs to be "truly insubordinate or disruptive of the work process" e.g. a serious threat of violence. calling CEO a name doesn't render employee unfit for further service. as long as it's a CONCERTED ACTIVITY, it's PROTECTED e.g. discussing on facebook with coworkers who AREN'T supervisors what a terrible idea having a hot dog stand was. ALL non-supervisory and non-managerial employees have a right to engage in concerted activities

3 requirements of design patent

needs to be 1. novel (new) 2. original (creative) 3. ornamental (visual characteristic)

trade secret definition

non-public info that gives a business an advantage over its competitors that do not know the info. it is immediately protectable, uniqueness is not important only COMPETITIVE ADVANTAGE (look for if thing gives comp. adv. in questions), and it does not require disclosure of info, unlike patent or trademark protection

noninfringement and invalidity defenses to patent infringement claims

noninfringement: asserts that matter does not fall within claims of issued patent. courts examine specific language of patent. doctrine of file-wrapper estoppel prevents any interpretation beyond what's on file with PTO. invalidity: court will find patent invalid if 1. invention not novel, useful, or nonobvious when patent issued 2. patent covers nonstatutory subject matter e.g. abstract idea, scientific principle, or mental process 3. statutory bar created by publication or sale of invention prior to patent application filing OR 4. any other requirement of the patent law wasn't met

sole proprietorship

occurs when person has done nothing to make business an entity. downside: NO liability protection

KNOW difference between SOX and Dodd-Frank

ok

examples of accredited investor qualifications

person with at least $1 mil. net worth excluding primary residence, any officer / director / partner of issuer, person who earned at least $200k in each of the last 2 years and with reasonable expectation of same earnings in current year, others

direct reliance with 10b-5 case

plaintiff shows direct reliance by showing he was aware of misstatement by the defendant and traded based on that misrepresentation e.g. read press release by company. if omission, reliance is assumed. rare because transactions usually not conducted on face-to-face basis. market serves as intermediary, providing info to investors in the form of the market price. need to prove direct reliance in a privately held company (can't do fraud on the market) because its market isn't considered to be a strong market

patent misuse

potential defense by person infringing on patent. company with patent improperly expanding physical / temporal scope of patent e.g. forcing people to pay royalties beyond life of patent. would be contract for an illegal reason

protection under Title VII of Civil Rights Act of 1964 (5 categories)

prohibits discrimination based on 1. race, 2. color, 3. sex, 4. national origin, and 5. religion (atheists protected too). no protection past these categories. adverse employment action has to be SUBSTANTIAL, not just not getting flowers or no women's lunch

3 requirements proving TM infringement

prove 1. validity of plaintiff's mark 2. priority of usage of the mark 3. likelihood of confusion in minds of purchasers of products in question

tender offer

public offer to all shareholders of a target corporation to buy their shares at a stated price (usually higher than market price). SHAREHOLDERS making decision, choosing to sell stock to bidder. used to gain control of a company without merging / purchasing assets

'33 Act

requires that promoters of securities offerings register them with the SEC and provide prospective purchasers with a prospectus containing material info about issuer and offering

rule 10b-5 and 7 elements needed for plaintiff to win a 10b-5 case

rule 10b-5 states that it's illegal to make any false statement of material fact or omission of material fact. lawsuits usually brought by shareholders, but can also be brought by DOJ or SEC 1. misstatement or omission of fact 2. misstatement / omission must be MATERIAL 3. m / o was in connection with the purchase or sale of a security 4. scienter: m / o made recklessly or intentionally 5. RELIANCE by plaintiff either on defendant's misrepresentation OR on the assumption that market price of stock accurately reflected its value 6. loss causation (HARDEST to prove): m / o caused plaintiff to suffer losses 7. econ. loss / interstate commerce (DON'T need to know about this one)

corporate opportunity doctrine and some of its tests

says officers / directors may not take personal advantage of a business opportunity that rightfully belongs to the corporation. tests: line-of-business, if corp. has interest or expectancy in the opportunity because of work it has done in the area, and if it has the financial ability for the opportunity. line-of-business test: if an officer / director / controlling shareholder learns of an opportunity in the corporation's line of business, he is NOT allowed to keep opportunity for himself. if you develop product in direct competition with company product, you're within line of business, violating duty of LOYALTY. if you used company time / resources, likely violation

proxy access rule

shareholders who have held at least 3% of public company's stock for at least 3 years can nominate candidates for board and solicit proxies without going through expensive requirements of proxy contest. response to Q3 in minicase, for process on how to change board structure from classified to declassified.

quid pro quo harassment

specific, job-related adverse action (such as denial of a promotion) in retaliation for a person's refusal to respond to his / her supervisor's sexual advances is violation of title VII. employer ALWAYS liable. theory unique to sexual harassment claims

mergers: stock purchase v. asset purchase

stock purchase: get all debts / liabilities too. if non-cash, shares in disappearing corp. converted to shares of surviving corp. if cash, some shareholders required to surrender their shares for cash, called a freeze-out merger. asset purchase: not acquiring liabilities. proceeds of asset sale can be distributed to selling company's shareholders as part of dissolution. overall, merger is "clean" way, easier to sell to other board

prospectus v. registration

the prospectus is PART OF the registration filed with the SEC

private sector employees with invasion of privacy

they do NOT have Constitutional protection in jobs against search and seizure or free speech. however, most private sector employees who aren't supervisors / managers DO have right to self-organize i.e. engage in concerted activities, form union, bargain with employers, strike

tools to prevent others from making / selling protected products / services v. tools to prevent others from providing false / misleading info to consumers or to protect famous marks

trade secret, patent, and copyright v. trademarks

trade secret and patent benefits / costs

trade secret: benefits: no public filings, indefinite period of protection; costs: processes / practices to keep it secret. patent: benefit: once patent ISSUED, protection exists; cost: requires formal filings and disclosure of confidential info, only 20 years of protection

concerted activity definition (not from class)

two or more (non-supervisory and non-managerial) employees taking action for their mutual aid / protection regarding terms and conditions of employment

family resemblance test and 4 areas under consideration for meeting test

used to determine which types of notes are securities, and thus are covered under section 11. if selling normal stock / bond, definitely a security. otherwise, if it meets the family resemblance test, also a security. if distributing to public on a wide basis, meets test, is a security. does NOT meet test if "other plan of distribution" used. look at 1. motivations that would prompt reasonable seller / buyer into transaction 2. plan of distribution 3. reasonable expectations of the investing public 4. if there's another factor that reduces risk, making applications of securities laws unnecessary

proxy contest

used to get board members you want. send ballot filled out to shareholders saying to use that ballot. expensive because you either need to obtain shareholder list or company sends it out at your expense (usually this one so shareholder list remains private)

class voting

used to protect control of certain key decisions. occurs when charter or corporate law requires a class of stock (preferred) to approve a proposal separate from the holders of other classes of stock e.g. a merger can only be approved with both a majority of common shares and a majority of preferred shares ASK about multiple share classes

requirements to be covered under Dodd-Frank whistleblowing provisions

whistleblower needs objective AND subjective belief that action company is taking is illegal. objective: reasonable person in his position would believe action is wrong. whistleblower not forced to do in-depth legal analysis. should report directly to SEC for protection under Dodd-Frank

liability under LLPs

you're liable for your own torts (as always) and ALSO liable for torts of those you supervise / those who work for you. this supports idea that people at the top should be liable for malpractice of their employees. LLP still medium liability. LLPs have 1 kind of partner: limited partners.