Business Law - Exam 2

A licensing agreement involves:

A contractual arrangement where one business allows the foreign firm to use an established brand name for a fee.

Grand jury

A group of citizens that decides whether there is sufficient evidence to accuse someone of a crime (only the state).

Miranda Rights

A list of rights that police in the United States must read to suspects in custody before questioning them, pursuant to the Supreme Court decision in Miranda v. Arizona.

Mitigation of Damages

A rule requiring a plaintiff to do whatever is reasonable to minimize the damages caused by the defendant.

Prosecution of Crimes

Actus reus- actual criminal act Mens rea- the criminal intent Criminal Negligence- carelessness and disregard of the rights of others (i.e. drunk driving)

Express contract

All direct statements by parties are made, all things were discussed before hand.

Exclusionary Rule

"The fruit of the poisons tree" So if the government search is illegal, they don't get to use what they found.

Indictments

(Being charged) Written statements charging a party with the commission of a crime.

True bill

(Charged) The decision of a grand jury that sufficient evidence exists to indict an accused person.

No true bill

(Not charged) The decision of a grand jury not to indict a person for a crime.

Punishment for a Felony:

1 year+ and loss of basic rights

2 basic types of administrative agencies:

Executive Agencies Independent Regulatory Agencies

Administrative Law

Law that governments enact to regulate industries, businesses, and professionals.

Examples of Monetary Damages...

Liquidated Nominal Punitive

The federal agency that has the most to do with regulation of the securities markets is the:

Securities and Exchange Commission

Puffery

The legal exaggeration of praise, stopping just short of deception, lavished on a product. (World's coldest beer)

Enter a plea

To plead guilty or not guilty in a court of law.

Exculpatory Agreement

Written contracts to escape liability (i.g. forms signed for zip lining, pump it up, etc.)

Libel=

Written defamation

The elements of a security, as the Supreme Court ruled in the SEC v. Howey (Howey Test) case include:

an investment of money in a common enterprise.

A legal stop is the instant the ______ ______ come on.

blue lights

Major source(s) of international commercial law is (are):

international customs treaties and international agreements trade agreements international organizations (ALL OF THE ABOVE)

The idea behind the disclosure provisions contained in federal securities law is that:

investors need sufficient and accurate information on material facts concerning securities they might buy.

A share of stock:

is a share in the future profits (if any) of a company.

Material Breach

performance not fulfilled

A proxy is best described as:

permission by a stockholder to someone else to vote their shares a certain way.

A ___________ cause is needed for a proper arrest.

probable

There has to be _____________ suspicion to pull someone over.

reasonable

Dumping is:

sale of imported goods at less than fair market value

The primary source of law in a civil law system is:

statutory code

Revocation

taking back an offer

A tariff is:

taxes on imports

Under SEC rules, a "publicly held company" is a company:

that has issued securities that are publicly traded.

Insider trading is:

the buying or selling of stock by persons who have access to information, not yet revealed to the public, that affects the value of the stock.

Executed Contract

very close to fully performing

*Henson v n. w. construction

what was the result?

Elements of a Contract:

1. An Agreement, through Offer & Acceptance 2. Consideration 3. Contractual Capacity 4. Legality 5. Genuine Consent 6. Writing (if necessary under the Statute of Frauds) If all elements are present, the contract is generally termed valid.

Max punishment for a Misdemeanor:

11 months, 29 days max punishment

Bilateral Contracts

2 promises, both parties agreed

Interpretive rules

A formal statement by an administrative agency expressing its view of what existing statutes or regulations mean.

Defamation

Act of harming or ruining another's reputation.

Battery

Completion of the assault with harmful physical contact.

When investigating you can...

Conduct inspections and tests Issue subpoenas Searches

Specific Performance

Purchasing something that there's only one of (can't be replaced), and if backed out the costs are owed.

Which Federal Law regulates the initial offerings of Securities?

Securities Act of 1933

Equitable Remedies

Specific Performance

Which of the following laws regulates the buying and selling of traded securities?

The 1934 Securities and Exchange Act.

Assault

Verbal threat to create fear or offend without contact

Substantial Performance

fully performed/everything's fine

Most securities are issued by well-known seasoned issuers who have the right to:

Both file registration statements the day they announce a new offering & use a free-writing prospectus that is continuously updated on a website.

Double jeopardy

Cannot be tried for the same crime twice.

Contract

Centers a promise, the performance of which the law in some way recognizes a duty.

If an agency makes a new substantive law it's like ____________ made it.

Congress

Ripeness Doctrine

Court will not review administrative decision until it is 'ripe' for review.

Pieces of Legislation to make agencies accountable:

Freedom of Information Act - requires federal government to disclose records on request, but denial can be challenged in court. Government in the Sunshine Act - requires that "every portion" of every meeting be open to "public observation".

Chain of custody

Legal method of documenting lab testing process security.

Crime

Must be a crime, and against a legislature statute.

Notice and Comment Rulemaking involves three steps:

Notice of the Proposed Rulemaking. Comment Period. The Final Rule.

Unilateral Contracts

Only 1 promised, the other accepted by performance.

In Securities, which is a condensed version of the longer registration statement?

Prospectus

Parole Evidence Rule

Restricts use of oral evidence when that evidence is in written form.

Slander=

Spoken defamation

Evidence

Standards for criminal trials are higher than for civil trials.

Adjudication

The legal process of resolving a dispute; the process of judicially deciding a case.

Unconscionable Agreement

The outcome is grossly unfair to an innocent party. (Jones v. Star Credit - 1969)

A forum selection clause is concerned with choosing:

The place where the contract will be heard and decided according to that forum's law.

Operation of Law

When a new law causes a contract to be illegal, if the product is destroyed or the offeror passes away.

Securities provide __________ for business operations.

capitol.

All tort is _______ law.

civil

A new or an existing company may be financed by:

debt and equity

Suppose there has been securities fraud in the preparation of materials sent to investors, who then lose money. Potentially, which of the following MAY be liable?

directors of the company and high-level officers of the company and accountants, lawyers and other professionals who helped prepare the materials.

The doctrine of sovereign immunity allows:

foreign nations to be exempt from the jurisdiction of US courts

You are on the subway in New York when you overhear two people you do not know talking about an upcoming merger, news not yet public. They seem to know their stuff. If you buy stock based on this information, and profit when the information turns out true, you have:

profited, but are an outsider and so your actions are probably not illegal.