LES 305 - CASE STUDY EXAM 3

Exempt vs Cover (Non-Exempt) from FLSA

-Exempt 1. A Chief Information Officer at a manufacturing company who earns an annual salary of $150,000. 2. An architect hired to work for a design-build construction company at a rate of $85,000 per year. 6. An employee hired to sell life insurance for an insurance company who is paid a base salary of $15,000 plus a 10 percent commission on all insurance sold. -Cover 3. A cashier at a supermarket who is paid $10 per hour. 4. An assistant store manager whose duties also include routine work such as stocking shelves during busy seasons. 5. A secretary who is paid a salary of $500 per week and has set hours of employment.

State Wage and Hour Laws

-Minimum paid rest periods. In Kentucky employers are required to provide a 10-minute break for every four hours worked. These rest periods must be in addition to the regularly scheduled meal break. -Minimum paid meal periods. Twenty-one states require employers to provide a certain period of time, typically 30 minutes, for a meal break during a normal workday. In Nebraska, employers are required to pay employees for a 30-minute meal break for each eight-hour shift. -Payday requirements: In Maine, employers are required to pay employees twice per month with no more than a 16-day interval between pay periods. -Prevailing wages requirements. The majority of states require that whenever taxpayer money is in a construction project above a certain threshold, the contractor must pay the prevailing wage. The prevailing wage refers to the hourly wage. usual benefits, and overtime paid in the largest city in each county to the majority of workers, laborers, and mechanics. In Montana, prevailing wages must be paid for any publicly funded construction project costing in excess of $25,000.

directors protected by business judgment rule or NOT

-PROTECTED 1. Directors of a bank consult with legal, banking, and industry experts concerning a proposed merger. They set up a directors' subcommittee to investigate the merger and ultimately approve moving ahead after two months of deliberation. The day after the merger, a substantial drop in the stock price of the bank takes place and shareholders lose nearly 30 percent of the value of their investment. Protected 3. Shareholders of a major-league baseball franchise corporation sue the directors because the team refuses to schedule night games. The shareholders argue that the revenue lost from night games is responsible for the poor financial performance of the company. The directors refuse to schedule night games because they believe it would have a deteriorating effect on the neighborhood. Protected -NOT 4. The company vice president recommends that the directors of the corporation purchase a parcel of prime real estate on which to build a new office building for the company. Four of the six directors are members of a real estate partnership that owns that property. Without any disclosures, the directors vote unanimously to approve the purchase and the decision Is made the same day as the vice prestdent's recommendation. One month later, it is revealed that the price paid by the corporation was 20 percent above fair market value for the property. Not 2. The company president recommends to the board that NewCo hire Dewey, Cheatham, and Howe as its auditing firm. In the same meeting as the recommendation, the directors approve the firm. One year later, it is revealed that the audits were fraudulent and that the president has been looting the company, resulting in several millions of dollars in losses. Not

dissociation/withdrawal or NOT

-dissociation/withdrawal 4, Under RULPA, a limited partner in a juice company wants to leave and get into the wind-powered energy business. The partnership agreement allows limited partners to leave so long as they do not invest in another beverage company for three years. YES -NOT 1. Under RUPA, a general partnership that owns a diner has 10 partners. One partner never works, only shows up to eat, and harasses servers. Seven partners vote to throw him out. NO 2. Under RUPA, a tax lawyer who is a partner in a small law firm wants to start a new career at the IRS. She informs her colleagues of her departure at the end of the year, just before the busy tax season. NO 3. Under RULPA, a limited partner in a partnership that owns a baseball team decides he no longer wants to be part of the steroid scandals, so he withdraws. NO

Abel, Baker, and Cain are general partners in ABC Landscape Design and have a written agreement about the partnership that sets the initial expiration at five years. Abel is knowledgeable in the operation of specific equipment crucial to the success of the business. ABC enters into a contract to provide services to several large office centers. After a few months, Abel withdraws from the partnership to pursue another career. As a result, the partnership cannot perform the services on time and breaches several agreements while attempting to locate a replacement to operate the equipment

Abel would be liable tor damages suffered by the partnership.

Redfern-Colgate general partnership, Redfern works in the kitchen 80 hours per week while Colgate spends no time working on behalf of the partnership

Absent any advance agreement between the partners, Redfern is not entitled to any compensation for the kitchen work.

Regarded-as Test

Babak is diagnosed with a chronic medical condition, but the condition doesn't require any accommodation in the workplace. Babak applies for a promotion to supervisor but is denied because his manager is fearful that Babak's condition will limit his energy level and impact his ability to fulfill his role. Under the ADAAA, Babak would be protected by the statute even though his condition is not a disability as defined in the ADA. This is true because Babak's employer regarded him as disabled by virtue of his condition.

Brayden is a general partner in a four-member limited partnership with two general and two limited partners. The partnership is silent with regard to the duration of the partnership, and Brayden wishes to retire.

Brayden may withdraw at any time, and the partnership continues./A general partner may withdraw from a partnership at any time if the partnership agreement does not state a termination date or a notice requirement.

General Partnership

Carl and Jan are neighbors and during a block party Carl mentions that his family's secret salad dressing was popular with the neighbors and friends. Jan loves the dressing and offers to help Carl sell the dressing at local gourmet stores in exchange for 50 percent of the profits. Carl agrees so long as he is responsible for making the dressing and Jan is responsible for providing bottles and labels, transporting. and selling. Here, despite the fact that the parties may have intended to have an informal arrangement, legally they have created a general partnership. This is important because this arrangement gives rise to potential liability for both Carl and Jan even though they never intended to assume such risks

Smith v. City of Jackson

Court held that the ADEA authorizes disparate impact claims but that the employer's burden to show the reasonableness of the business practice at issue is minimal, The employer does not have to meet the higher standard of proof required in Title VII disparate impact cases: that the practice at issue was a business necessity. Thus, it is easier for employers to prevail in an ADEA disparate impact action than in a disparate impact action alleging race discrimination under Title VII.

Adarand Constructors v. Pena (1995)

Created the "strict scrutiny" standard for all actions dealing with race. The law must be narrowly tailored & serve a compelling government purpose.

Smith vs. Van Gorkom

Despite the fact that Delaware is generally thought of as a state that has fairly broad business judgment rule protection, Case which sent shockwaves through corporate boardrooms nationwide, illustrates the importance of the duty to investigate all material facts of a proposed transaction before approving it.

Discrimination Theories

Disparate impact (statistical data) 2. The city of Oz advertises for police officers. it requires that applicants be a minimum of 6 feet tall and weigh a minimum of 180 pounds - Disparate impact 3. Dothard applies for a position as a firefighter. She is excluded because she cannot lift the free-weight requirement mandated in the job description. Over the past five years, men have passed the test 50 percent of the time and women have passed 20 percent of the time - Disparate impact -Disparate treatment 4. Pettigrew, a woman, was an insurance adjuster at a company that had a rule that no adjusters were allowed to enroll in law school because the employer perceived doing so as a conflict of interest. The company was aware of several adjusters who were In fact enrolled in law school, but it did not act against them. Pettigrew enrolled in law school, and when the company found out about it, she was terminated. The other adjusters were all mate -Mixed motives 1. Lian, an American of Chinese descent, is employed as an architect in a large regional firm, His evaluations by his superiors have been mostly positive for two years, apart from the consistent exception that he arrived late for client meetings on a frequent basis. On one evaluation, his superior wrote, "I thought Asians were supposed to be efficient. What happened here?" One month later, Lian is denied a promotion based on his record of "tardiness and other general considerations." - Mixed motives - Hostile work environment 5. Bronte was employed as a bookkeeper at the nation's largest toy store, where she worked with Barnes. Barnes had a reputation as the office comedian and, over the course of several months, had made various jokes related to Bronte's figure and recommended that she come on casual day dressed in sexy lingerie. Bronte tried to laugh at the jokes, but was in fact very upset about the remarks. When she confronted Barnes about the behavior, he advised her to "lighten up" and told her that he was equally sarcastic toward male employees. Bronte quit one day later. - Hostile work environment

(1) professionals who require specialized study and certifications, such as attorneys. physicians, teachers, and accountants; (2) management or supervisory employees; (3) computer programmers and engineers; and (4) employees subject to certain certification and regulatory requirements. such as insurance adjusters or dental hygienists.

Examples of employees who are not covered by the Fair Labor Standard Act (FLSA)

the directors all discuss the need for a new warehouse facility and they authorize Abel to find a suitable lot on which to build. While Abel pursues this objective, Cain's neighbor makes him aware of a parcel of land that would fit Widget's needs in terms of space, zoning, workforce population, access, and price. Cain purchases the property for himself at a price of $100,000. He then tells a commercial real estate broker to contact Abel and advise him that the property is on the market for $200,000. In this case, because Cain was an insider who knew of a business opportunity that would benefit Widget Manufacturing and knew that the corporation was in the market for a parcel of land. he had an obligation to disclose the opportunity to the corporation first rather than buying it

Failing to follow the disclosure cules is a breach of the duty of loyalty.

a contraction company building a federal highway

Federal Whistle-Blower Statutes

Reasonable Accommodations

Gant is disabled and unable to walk stairs. He is employed as an accountant in a local real estate firm that occupies a converted Victorian house as its headquarters. Gant informs his employer that an elevator will need to be installed in the Victorian house, because he occasionally needs to visit the upstairs to collect documents necessary to perform his job. It is likely that Gant's employer could demonstrate an undue hardship for Gant's elevator request. However, if Gant requests that his employer assign an employee to regularly bring documents from the upper floors to Gant's desk, this would likely be a reasonable accommodation.

Waddell v Rustin

General Partnerships/ a state appellate court analyzes whether a romantic relationship created an implied partnership in business.

Phillips is the managing member of Active Wear LLC and signs a five-year lease agreement with Landlord on behalf of Active Wear. One year into the lease. Active Wear has a downturn in business, is forced to breach the lease. and moves out hoping to convert to an online business model. Landlord's rights are against the LLC entity only. Landlord may not obtain a judgment against Phillips or collect back rent or other damages from Phillips's personal assets.

Liability of Limited liability company (LLC)

Phillips is the managing member of Active Wear LLC and signs a five-year lease agreement with Landlord on behalf of Active Wear. One year into the lease, Active Wear has a downturn in business, is forced to breach the lease and moves out hoping to convert to an online business model. Landlord's rights are against the LLC entity only. Landlord may not obtain a judgment against Phillips or collect back rent or other damages from Phillips's personal assets.

Liability of Members

Developer Inc. wants to start a land use project to build a commercial office building. It wishes to partner with Garrett, the owner of several pieces of property in the area under consideration. Both the principals of Developer Inc. and Garrett wish to have pass-through tax treatment but also wish to have as much protection as possible from liability of personal assets. Because Developer Inc. is a corporate principal. the parties cannot choose a pass-through corporate entity. They can, however, achieve these objectives by forming an LLC. In an LLC, owners are known as members.

Limited Liability Companies (LLCs)

Developer Inc. wants to start a land use project to build a commercial office building. It wishes to partner with Garrett, the owner of several pieces of property in the area under consideration. Both the principals of Developer Inc and Garrett wish to have pass-through tax treatment but also wish to have as much protection as possible from liability of personal assets. Because Developer Inc. is a corporate principal, the parties cannot choose a pass-through corporate entily. They can, however, achieve these objectives by forming an LLC. In an LLC, owners are known as members.

Limited liability company (LLC)

Franco and Jesse are operating as a general partnership. A question has arisen that is not covered under their partnership agreement nor addressed by the Revised Uniform Partnership Act. What will the courts do to resolve the situation?

Look to common law.

overtime pay or not

Mikhail has morning child care responsibilities and requests a schedule for seven hours a day on Monday through Friday and five hours on Saturday. Although Mikhail works six days per week, he is not entitled to overtime pay under the FLSA because his total hours did not exceed 40 in a one-week period. Employees are not entitled to overtime pay based on an eight-hour workday. If Mikhail were to work four days a week for 10 hours a day, no overtime would be earned. Some workers receive a set weekly salary for a 37.5-hour workweek. Suppose that Kim works as a shipping clerk from 8 a.m. until 4:30 p.m.. with a 60-minute lunch. on Monday through Friday. One day. her boss asks her to stay late to finish preparing a shipment, and she stays until 6:30 p.m. Kim is not entitled to overtime pay because she has worked only 39.5 hours in that week.

PriceWaterhouse v Hopkins

Mixed Motives Theory

Chef Perrier wishes to start his own restaurant and forms Le Chef Inc. as the sole shareholder. For Le Chef Inc. to obtain a lease, the landlord will require a contract with Le Chef Inc. and also with Perrier personally. For the company to obtain a loan from the local bank to purchase equipment, inventory and furniture, the bank will require that (1) Le Chef Inc. agree to a loan repayment schedule: (2) Le Chef Inc. give the bank a right to claim the equipment and inventory as collateral: and (3) Chef Perrier provide a personal guarantee of the loan.

Personal Guarantees

wear jeans and a T-shirt

Prescott wearing a T-shirt and blue jeans. He is terminated. Was Prescott discriminated against? The answer is clearly yes. Prescott was the victim of anti-blue-jeans discrimination. Was Prescott discriminated against based on his membership in a protected class? no. WidgetCo's discriminatory action (his termination) is not prohibited by Title VII.

joint and several liability

Redfern and Colgate formed a general partnership. Marshall obtains a judgment against the business for medical damages related to food poisoning. Marshall must first exhaust all of the assets of the partnership. If the assets are not enough to satisfy the judgment. Marshall may then attempt to collect the unpaid portion of the judgment from the personal assets of Redfern and Colgate together or separately because Redfern and Colgate are jointly and severally liable for the entire debt. Thus, Marshall may choose to collect 50 percent from Redfern and 50 percent from Colgate or any combination thereof (60/40, 70/30, etc.). Suppose that Redfern has no assets and moves to Key West to become a shrimper. In this case, Marshall may choose to collect the entire unpaid judgment from Colgate. However, because generally, the partners share in losses as well as profits, Colgate could try to pursue Redfern through a civil suit for 50 percent of the loss he suffered in paying out the judgment to Marshall. This joint and several liability rule may not be altered by the parties' agreement, nor may the principals limit their liability based on the principals' agreement to split profits and losses on a percentage basis. So. in the Redfern Colgate example, now suppose that when they formed their partnership they agreed that Colgate would receive 30 percent of the profits. Regardless of this agreement, Colgate may not assert that his liability to Marshall is limited to 30 percent of the total unpaid judgment.

Limited Liability Partnership

Redfern decides to sell of some ownership interest. Redfern convinces Alexandra Macduff to invest $20,000. Macduff has substantial personal assets she wishes to protect and no interest in running the day-to-day operations of the business. The two form Redfern Catering LP, with Redfern as the general partner and Macduff as the limited partner. In an effort to cut costs, Redfern negligently uses spoiled ingredients and a customer. Marshall is sickened. Marshall obtains a judgment against Redfern Catering LP. but after the assets of the partnership are exhausted, Marshall is still owed a balance from the judgment. Because Redfern is a general partner, Marshall may recover the balance from Redfern's personal assets but not from Macduff as a limited partner.

Redfern-Marshall

Redfern is the principal of Redfern Catering, a sole proprietorship. Redfern Catering has approximately $5,000 in assets. One of Redfern's employees negligently uses spoiled ingredients in a soup that is served to customers. Marshall is a customer who develops food poisoning and obtains a court judgment against Redfern Catering to compensate him for damages that resulted from medical bills in the amount of $50,000. Marshall would have $45,000 of judgment unpaid after exhausting the business of its assets ($50,000 judgment minus $5,000 assets). Thus. Redfern would be personally liable to Marshall for the remaining unpaid judgment. This means that Marshall could execute the judgment against Redfern by using a judicially sanctioned process for seizing funds from Redfern's personal bank account, stock portfolio, and other assets. As a result of this lack of protection, sole proprietors often purchase comprehensive liability insurance for the business in amounts sufficient to cover potential tort liabilities such as the one described in the Redfern-Marshall example.

Oncale v. Sundowner Offshore Services, Inc.

Same Sex Harassment

Stanton and Francesca have started a general partnership. Stanton has contributed 95 percent of the start-up capital and has the business experience and contacts, while Francesca's primary contribution is the labor necessary to operate the business. Management decisions are jointly made. At the end of the year, the business has shown a $100,000 profit. Stanton and Francesca have no formal written partnership agreement.

The RUPA mandates that each get $50,000.

McDonald v. Santa Fe Train

U.S Supreme Court held that racial discrimination against white employees violates Title VII if the employer was motivated by race. However, there are certain instances in which an employer's preference for certain minority class members in an employment decision is permitted by an affirmative action plan

Vance v. Ball State University

U.S. Supreme Court clarified the definition of a supervisor for purposes of liability for harassment by co-workers. Vance was employed as a catering assistant at Ball State University (BSU) and was allegedly subject to harassment primarily by a BSU employee whose job title was "Catering Specialist." Although the alleged harasser was responsible for oversight of catering occasions where Vance was working, the alleged harasser did not have the power to hire, fire, demote, promote, transfer, or discipline Vance. The Court ruled that the alleged harasser did nor qualify as a supervisor and thus BSU could not be held vicariously liable unless Vance could prove that BSU was negligent in either discovering the conduct or in failing to respond to a harassment complaint made to a supervisor.

Faragher v. City of Boca Raton

U.S. Supreme Court gave guidance on the hostile work environment theory: "Workplaces are not always harmonious locales, and even incidents that would objectively give rise to bruised or wounded feelings will not on that account satisfy the severe or pervasive standard. Some rolling with the punches is a fact of workplace life."

Ledbetter v. Goodyear Tire & Rubber Co.

U.S. Supreme Court ruled that claims of sex discrimination in pay under Title VII were not timely because discrimination charges were not filed with the EEOC within the required 180-day time frame --> Lilly Ledbetter Fair Pay Act of 2009

U.S. Equal Employment Opportunity Commission v. Abercrombie & Fitch Store

U.S. supreme court analyze Title VII's provision relating to religious discrimination

Unfair vs. Not Unfair labor practice

Unfair 1. Management refuses to recognize a certified union on the basis that several employees in the union have presented a petition that indicates that 40 percent of the employees in the proposed bargaining unit oppose unionization. - Unfair 6. A certified union strikes over management's refusal to abide by the terms of an existing collective bargaining agreement. Once the dispute is resolved in arbitration, management refuses to rehire half of the striking workers. - Unfair Not Unfair 2. During a union-vote campaign, management throws an anti-union dinner banquet party and invites all employees and their families to attend. During the banquet, management gives speeches and points out the benefits of working in a nonunionized workplace - Not Unfair 3. During a union-vote campaign, pro-union employees distribute leaflets to fellow employees in the employee locker room as they leave the plant at the end of their shift.- Not Unfair 4. Management at a school supplies manufacturing company is at an impasse with a certified union over contract terms. Because the managers fear that the union will call a strike just before the company's fall busy season, they shut down the plant and lock out employees. - Not Unfair 5. Workers strike in a right-to-work state over stalled salary negotiations during collective bargaining. After the strike is settled, management refuses to rehire some of the striking employees. They assert that they must be rehired due to the state's right-to-work statute. - Not Unfair

Leonel v. American Airlines

a company requires a medical test too soon and is sued by two prospective employees

Madden vs Lumber One Home center

a federal appeals court analyzes the FLSA's executive exemption

morris v. city of Colorado Springs Memorial Heath Systems

a federal appellate court applies the severe or pervasive standard to a hospital workplace

Jaszczyszyn v. Advantage Heath Physican Network

a federal appellate court considers an Family Medical Leave Act (FMLA) retaliation claim

Enriquez v. West Jersey Health Systems

a state appellate court compares New Jersey's state statutory anti discrimination protection with protections under Title VII

Buttrick v. Intercity Alarms

a state appellate court reviews a jury's conclusion that an employer's use of a progressive discipline system in its employee handbook created an implied contract

Wurtz v. Beecher Metro District

a state supreme court analyzes a state law whistle-blower claim in which a whistle-blower's contract has expired and the employers refuses to renew it

Griggs v. Duke Power

adverse impact discrimination - disparate impact theory

Florence Cement Company v. Vittraino

an appellate court analyzes a claim in which one party has asked the court to pierce the corporate veil

AK-Feel, LLC et al. v. NHAOCG

an appellate court in Delaware addresses the issue of limiting fiduciary liability through the operating agreement under the ULLCA

Biller v. Snug Harbor Jazz Bistro of Louisiana

appellate court analyzes the termination of sole proprietorship in the context of successor liability

Roscoe and Pound are shareholders of Roscoe Corporation, and they obtain a credit card from Express Credit. They use it in good faith to make purchases to operate the business. For several years, Roscoe Corporation conducts business and pays its debts regularly. However, industry conditions worsen for Roscoe Corporation, and it defaults on its payments to Express Credit. Assuming that Roscoe Corporation has no assets, any attempt to collect the credit card debt from Roscoe or Pound individually will be thwarted by the protection of the corporate veil.

corporate veil

Uniform Guidelines on Employee Selection Criteria

discrimination is likely if the pass rate of any protected class is less than 80% of the pass rate of the most successful race, sex, or other protected class tested

McDonnell Douglas Corp. v. Green

disparate treatment.

Stephen 40 is denied to apply the job, Age Discrimination in Employment Act only applied for already employed

false

NLRB v. Midwestern PersonnelServices, Inc

federal appeals distinguish economic strikes and unfair labor practice strikes "Under [the NLRA], unfair labor practices strikers are entitled to immediate reinstatement with back pay once they unconditionally offer to return to work,whereas economic strikers may be permanently replaced.

Dillard Department store v. Damon J. Chargois

federal appellate court analyze the potential liability of partners after an LLP has been dissolved

Robertson v. Mauro

federal trial court considers one partner's allegation that another partner wrongfully dissociated

viro and winona are proffesors. The girl chase the boy, tell dirty joke, ask him preference girl

he would win the school if he had complained before and school done nothing to stop

female workers told her wear short skirts, open button in blouse

hostile work environment

watch porn videos, publication with sexual content among employees

hostile work environment

Every time Trevon passes Sasha in the office he rubs against her. Sometimes he walks up behind her and massages her shoulders even though she has told him not to.

hostile work environment harassment

waiter, hotel has short hair, dont cut and be fired

no claim under Title VII because of protected class requirement

50 years old salesman is replaced due to poor performance and by 47 years old

not prevail, replacement employee is not substantially younger than Dawson

Abenezer United Methodist Church v. Riverwalk Development

state appellate court analyzes a corporate opportunity claim

Integrity Staffing Solutions, Inc. v. Busk et al

the U.S supreme court considered whether employee's time spent undergoing routine security screening is compensable under the Fair Labor Standard Act

McDonell Douglas Corp. vs Green

the U.S supreme court crafted a burden-shifting template for plaintiffs to prove disparate treatment

Feragher and Ellerth 1998

the U.S supreme court that an employer could be vicariously liable for sexual harassment when it fails to respond to sexual harassment complaint made to supervisor

Whirlpool v. Marshall

the U.S. Supreme Court held that, despite the lack of any specific language in the OSHA statute that allows employees to walk off the job, the law permitted employees this right under the narrow circumstances in which (1) the employee faces a condition that he reasonably believes will result in serious injury or death and (2) the context makes it impractical for the employee to contact administration inspectors.

Gardner v. Loomis Armored Inc

the Washington Supreme Court ruled that an armored car guard who was fired after he violated company rules by leaving his armored car was entitled to be reinstated in his job. Gardner had left his truck to save a bank manager who was running from the bank and being chased by a knife-wielding bank robber. After locking the truck, he ran to her rescue and prevented harm to her. The court explained that there was no specific legal duty for Gardner to act, however, public policy and societal values encourage heroic conduct and assistance for those whose life is in danger.

Bammert v. Don's Super Valu, Inc.

the Wisconsin Supreme Court refused to apply the public policy exception when the wife of a police officer alleged that she was fired in retaliation for her husband's arresting her employer's wife The court held that the public policy exception was too narrow to include specific retaliatory conduct when there was a dubious connection to any public policy objectives.

Branch vs. Mulllineaux

the risks of pre-incorporation activity by promoters

Samson vs. Federal Express

• ADA defines qualified individual as someone who,with or without reasonable accommodation, can perform the essential functions of the job • Samson, a mechanic, was a Type-1 insulin-dependent diabetic • Could not be certified to operate a commercial vehicle The trial court's ruling in favor of the employer was reversed because there was a genuine issue of fact as to whether test-driving was truly "essential" to the job of technician and remanded the case to a jury trial.

Morris vs. City of Colorado Springs

• Male heart surgeon threw piece of heart tissue at female nurse • This behavior did not rise to the level of creating a hostile work environment:"...we cannot conclude...that it objectively altered the terms and conditions of [plaintiff's] employment." • Conduct of the harasser must be of such a severe and crude nature, or so pervasive in the workplace, that it interferes with the victim's ability to perform the job

Smith v. Van Gorkom

• No protection from business judgment rule where the Directors failed to obtain the best information available • "[T]he directors were entitled to rely upon their chairman's opinion of value and adequacy, provided that such opinion was reached on a sound basis...the issue is whether the directors informed themselves as to all information that was reasonably available to them.

Lieberman v. Wyoming.com, LLC

• Operating agreement was silent on the issue of dissociation- Did not require a buyout of a dissociating member's financial interest upon withdrawal from LLC • Nor did the state LLC statute provide for a buyout in the case of a dissociated member • Therefore, even though Lieberman is a dissociated member, he may not demand a buyout per court's declaratory judgment

5th and Wine - wine bar and restaurant in Old Scottsdale

• Scottsdale city ordinance prohibits discrimination based on sexual orientation but the EEOC filed under TVII • 2 male servers alleged they were harassed based on actual and perceived sexual orientation- 1 was gay and other was perceived to be gay because of their friendship- name calling, comments, touching • April, 2017, 5th and Wine closed after 7 years in business

Ricci v. DeStefano

• The Court held that the city's action in discarding the examination results violated Title VII's prohibition against disparate treatment • According to the Court, if employers act in good faith to design a legitimate test to be race-neutral, the fact that the numbers come out differently than the employer expects is not, in and of itself, enough to discard the results of the test