Ethics Exam 2
Securities Act of 1933 (Section 11: damages: numbers to know)
"Amount Paid" "Sales Price" "Value of shares the day the lawsuit is filed"
2) Americans with Disabilities Act (Qualifying Disability)
"An impairment that substantially limits a major life activity" 1) "IMPAIRMENT" -these two things are NOT impairments 1) short term thing (will resolve in a predictable timetable like a broken leg or something) 2) easily addressable issue (ex having bad vision doesn't count cuz like boy what go get glasses lmao) 2) "MAJOR LIFE ACTIVITY" -Vision if like real bad beyond glasses -hearing, walking, breathing, cooking or bathing, reproducing
Not Guilty Plea
"Prove it fools. You are accusing me, so prove it" Trial gets scheduled
2) Americans with Disabilities Act (accommodations)
"Reasonable accomodations" similar to religious stuff Ex: some level of equipment purchase will be required by company but if its HELLA expensive than nah don't have to accommodate that Usually all about how much money do they have to spend to reasonably accommodate someone -Rough figure meh 15k limit Clear rule: Companies don't have to spend ANY money to buy someone something that they use all the time (like outside work) -Ex don't have to buy motorized wheelchair cuz they will use that outside work too so it's not just work related; its gotta be BUSINESS SPECIFIC STUFF
Guilty Plea
"Yup, I did it. Give me my punishment" No trial, just straight to punishment decision
Example: On January 1, shares of AlphaCo are first offered to the public at $20. On February 1, Mr. Smith buys shares at $25. On June 1, when the shares are worth $15, Mr. Smith files suit under Section 11 of the 1933 Securities Act. 1. Mr. Smith's "amount paid" is _______. Assume Mr. Smith eventually wins his case on December 1. 2. If Mr. Smith sold his shares for $10 on April 1, he would receive __________ in damages. 3. If Mr. Smith sold his shares on August 1 for $18, he would receive _______ in damages. 4. If Mr. Smith sold his shares on August 1 for $12, he would receive _________ in damages. 5. If Mr. Smith never sells his shares, he would receive _________ in damages.
1) $20 2) $10 -Sells shared before lawsuit -Amt paid - sales price -20 - 10 = 10 3) $2 -Sells shares during case and have gone up in value from the day the lawsuit was filed -Amt paid - sales price -20 - 18 = 2 4) $5 -Declined in value -Amt paid - value of shares the day the lawsuit is filed -20 - 15 = 5 5) $5 -Never sells shares -Amt paid - value of shares the day the lawsuit is filed -20 - 15 = 5
Securities Act of 1934 (types of filings and their filing deadlines for each size of company)
1) 10-K (Annual report) Large size company -Within 60 days after end of your fiscal year Medium -Within 75 days after end of your fiscal year Small -Within 90 days after end of your fiscal year 2) 10-Q (Quarterly report) Large size company -Within 40 days after end of your fiscal quarter Medium -Within 40 days after end of your fiscal quarter Small -Within 45 days after end of your fiscal quarter 3) 8-K (when Major changes happen) ANY size company -Within 4 days after a big change (see below) Changes that require 8-K -Change in any of your officers (CEO etc) or board member or director -Change in auditor -Change in fiscal year -If you file for any type of bankruptcy
Family and Medical Leave Act (determining if someone is entitled to a leave of absence in general in the first place)
1) Company must have 50 or more employees to be required to grant leave of absence (they can do it if they r nice but not required) 2) person must have worked for the company for at least a year on a full time basis for the company to be required to grant leave (can do it if they nice but not required)
Family and Medical Leave Act (if the person is indeed entitled to a leave in general, how to tell if they can qualify under FMLA)
1) Must be a serious illness Exclusively tied to how much medical attention the person requires (NOT a certain type of disease; could be brain cancer but they don't need much help; This is cuz diseases often affect people differently, Covid don't affect me but affects grandma) ANY OF 3 make it serious illness; 1 or 2 or 3; don't need all 3 1) if a person has to be hospitalized cuz of it 2) if it requires more than one doctor visit 3) if doctor gives a real prescription (not recommending advil or something) 2) family member must be: yourself, spouse, parent, or child (no grandparents) 3) pregnancy
1) Civil Rights Act (Religious Discrimination types)
1) Religious Status What your faith IS -Ex christian or muslim etc Rule: you can not discriminate against someone for their religious STATUS no matter what (besides BFOQ defense) 2) Religious Practices The things you do to practice your faith -Etc: wearing religious clothing to work or taking time off for holidays or to pray etc --Like the shit u do cuz of ur status Rule: have to make "reasonable accommodations" --Can't really be a MC question cuz its not our job to determine what is reasonable, just know the statute Advice: if there is a legit business reason, you can say no. but don't say no if u dont have it Ex: lady wanted off week before and after christmas in retail job so they fired her ahh -Courts sided with company because they agreed it was not a reasonable accommodation request by the lady
1) Civil Rights Act (2 main categories of CRA cases)
1) disparate treatment 2) disparate impact
1) Civil Rights Act (disparate impact defenses)
2 defenses (just 1 has to work; or or) 1) 80% rule It's not realistic that exactly a certain % of a group will pass a test, so as long as they are reasonably similar (within 80% of each other) there is no discrimination Ex: strength test that a firefighter has to pass. A woman could not do this and sued saying disparate impact. Some numbers matter some don't for 80% rule -Numbers needed -Of the group that the plaintiff says passes the test / has the advantage, the people of that group who actually took this test and this company, what % of them have past the test -(The men in this example were 90% pass rate) -Take this and multiple it by 80% and apply this number to the plaintiffs group -This gives 72% (90*80%) i think and so if women are at least 72% then this lady loses and their is no discrimination 2) Business Necessity Defense This test we have in place is NOT unrelated to our job; this is not like an SAT exam for a construction job, these are necessary skills in this well designed test Women were 64% pass rate so the lady beat the 80% rule defense because it's less than 72% ( do not multiple the woman's rate by 80%; just the side with a seemingly advantage) So fire department went to the business necessity defense So the fire department said but hey this is a necessary test because we drag fools out of a burning building so you need to be this strong to do this job Fire department wins overall case because it was ruled indeed necessary
Chapter 7: can you keep your house?
2 part analysis for keeping home or not: 1) has the person lived in the house as their primary residence for AT LEAST 40 months? -If yes, than ur old state law is valid so yea for texas and florida u can keep the whole thing cuz thats the old state law -If no, then below 2nd standard comes in 2) if you've lived in that house less than 40 months, you can only keep it if it is worth $146k or less -Federal cap replacing your old state rule
Securities Act of 1933 (Section 12 (a) (1): damages)
2 scenarios 1) if plaintiff has ever sold their shares at any point they get: -their buy price - their sell price 2) if plaintiff never sells their shares they get: -a full refund of OG purchase price
Contract (requirements: mutual assent)
2 things that destroy mutual assent 1) fraud -If someone lies to you about something material in the contract -Not something minor -Ex like saying 75k miles are on the car but its actually 130k miles 2) duress -Being forced to sign the contract -Gun to your head sign the contract or UR DEAD MF
1) Civil Rights Act (Sexual harassment law: types of cases)
2 types 1) Quid pro quo 2) hostile work environment
Contract (offer: mailbox rule)
2) Revoked by offeror -Person who makes the offer takes their offer back before it is accepted Mailbox rule: -This applies if communicating about a contract "not in real time" like on email or actual mail etc not talking in person 2 parts 1) acceptances count when they are SENT -Like once u drop that acceptance in the mailbox to be sent 2) termination/revoke message counts when read or heard -Like once the person is made aware Offer made on may 1st, may 2nd offeree mails an acceptance letter, may 3rd offeror mail a revocation letter yada yada -When is an acceptance letter sent? -When is the revocation letter read or heard?
3) Age Discrimination in Employment Act (number rule)
20 person minimum; firm with 18 this does not apply
Securities Act of 1933 (Section 11: defenses)
3 of them, or or or; any one works 1) due diligence: -Accounting firm can be like hey it's not our fault if there is because we did competent work and did our due diligence conducting the audit 2) statute of limitations: 2 different types: 1 year -If the person suing the firm KNEW for a full year that those misstatements existed before suing -Case will be dismissed if thats true 3 year -If 3 years after the securities were FIRST sold to the public; not when they bought it necessarily 3) Discovery of past mistake: -If auditor discovered the material mistake from the past and notified the client and sec in writing of that information and the client did NOT correct the mistake -If this is the case the audit firm is completely off the hook
Securities Act of 1933 (who does not have to file registration statements)
3 things, or or or list; any one works 1) if you are gonna sell less than $5m in securities 2) if 100% of the securities you are selling are all being sold to in state investors (could be 100m it don't matter) 3) if 100% of the securities you are selling are all being sold to sophisticated investors -Cuz like sophisticated investors don't need the help from registration statements -Sophisticated investors (smarty pants people and people who have 1 million in investable wealth (liquid dollars))?
Securities Act of 1934 (what companies does this apply to?)
3 types, or or or; any one works 1) if stock is traded on NYSE 2) if stock is traded on NASDAQ 3) if company has at least 500 shareholders AND at least $10 million in assets
Contract (requirements)
5(ish) 1) Consideration 2) Contractual capacity 3) mutual assent 4) Legal purpose 5) Written contract
ADEA
Age Discrimination in Employment Act
Agency Law (Contract Liability)
Agent signing contract on employer behalf Employer IS liable to terms of the contract if the agent had LEGAL AUTHORITY when they signed it Legal Authority test: 3 things create legal authority (or or or; any one works) 1) expressed authority: -worker is told directly to do something by your boss -Boss told me to go pick up widgets and sign for them 2) implied authority -The power to do anything reasonably necessary to carry out express orders --Ex: if the boss sends me to pick up widgets and I use the company card to buy gas on my way there. That's reasonably necessary and they are on the hook for that -Concept: managers don't need to give exact express authority for every action cuz that's so inefficient 3) apparent authority -Workers/agents have the power to bind companies to contracts if the company directly tells customers that workers have the power to do it -If customers have been told workers can do something -Ex: an advertisement that says workers at lowes can schedule deliveries and issue refunds up to $1,000
1) Civil Rights Act (Sexual harassment law: quid pro quo case)
Always involves a boss/manager/superior position/authority guy type person who requires sexual act in order for the person to receive some job related benefit (promotion, raise, etc) -Only defense is "no that didn't happen!" cuz there are no exceptions TRAP -do not automatically think its Quid pro quo if u read its a boss etc cuz they can totally make a hostile environment case But if it is a inferior subordinate, it can NOT be quid pro quo
ADA
Americans with Disabilities Act
Securities Act of 1933 (Section 11: damages: how to calculate the numbers to know)
Amount Paid: -if not given: -Lower of initial offering price (when initially offered to the public) OR the amount the plaintiff actually paid for the shares Sales Price -duh, given Value of shares the day the lawsuit is filed -duh, given
Securities Act of 1934 (who can be sued under this)
Anyone who uses a deceptive device in connection with the sale of securities 1933 act is more just corporation or auditor that can be sued under it Can just be some dude who is lying about a company trying to affect its stock price or whatever
1) Civil Rights Act (disparate treatment defenses)
BFOQ defense Can justify intentional discrimination; yes we do discriminate on purpose but its justified becauseeee because of the unusual nature of our business, its not even really possible to run this organization without discriminating in some way Ex: like a church is hiring someone to be a youth director, they are allowed to discriminate and say we only gonna hire christians lol --Yes absolutely allowed Ex: company makes scottish kilts and discriminated by only hiring traditional scottish kilt makers -yes allowed Almost always fails tho -Ex: airlines only hired women as flight attendants and discriminated against men -Did NOT work as a BFOQ defense
4) Genetic Information Nondiscrimination Act (how does it apply)
Banned 2 specific uses 1) Illegal to use these results to make insurance coverage decisions -Insurers cant access this info and deny policies or increase prices on this 2) Cannot use these results for hiring, firing, promoting decisions But if they currently have the illness, its prolly an ADA case but certainly NOT GINA cuz GINA is future likelihood shit
2) Americans with Disabilities Act (addiction)
Bottom line: you can still clearly fire workers in following circumstances (like they can't say disability) -Under the influence of something at work -If they fail a drug test -If they refuse to take a drug test -If they possess drugs at work Buttttt if a worker comes forward before any of those things above and confesses to being hooked on painkillers etc they can claim this as a disability and be accommodated to go get help and shit -Allow 1 unpaid leave of absence -Don't have to pay them or pay for it, just can't fire their ahh
Contract (requirements: contractual capacity)
Capacity to make a contract essentially 3 types of people who do NOT have capacity (can just back out of their promises in a contract because it is not enforceable) 1) anyone under 18; minor -Can go back and undo any contracts done if under 18 --I sell a 17 year old a car for 10k; he can go total it then bring it back a month later and be like here is your car now give me my money back 2) mentally incompetent -Like dementia or alzheimer's 3) intoxicated when accepted the offer -Nature of the agreement test: --Can only back out of contract if you can convince the court that you had no clue what you were agreeing to (the nature of the agreement); gotta be hammmmered
Chapter 7: Exempt assets
Certain value amount -Like you can keep certain amount of clothes and shit to live; maybe ur car House... maybe
Civil RICO vs Criminal RICO (punishments)
Civil case -Damages when a private person is suing for like them intimidating people at my store etc --You get 3x actual losses as damages from them Criminal case -Take whatever punishment that law is for your state and add 20 years to it. --Ex money laundering by yourself for 5 years in your state now its 25 if ur doing it via organized crime
2) Americans with Disabilities Act (general)
Civil rights type protection to people who have disabilities
Family and Medical Leave Act (doctor verfications)
Company can require a doctor's note Company can escalate and not trust the note (risky and rare for company cuz heinous optics if they are wrong) and can require employee to visit company chosen doctor (company pays for this) If company doc sides with the company, then they have to send them to ANOTHER one before u can deny them leave Kinda a 2 out of 3 doctors thing
Contract (requirements: legal purpose)
Contract must be legal Can't be like a contract for selling cocaine; that is not enforceable Wrinkle: -What if something is legal when a contract is formed but then becomes illegal --Like some new drug that hasn't been outlawed yet but eventually does --Rule: ---Future obligations of the contract are canceled
Chapter 13: how approved?
Creditors have no say at all All on the bankruptcy judge to approve or not -Legal standard is "is the proposal made in good faith" -Like if someone just makes a pretty decent effort -Judgement call Most people pick this over ch 11 cuz they just trust a judge more because likely bad relationship with creditors cuz they want their damn monies
Chapter 11: how approved?
Creditors that have 2/3rds or more of your total debt must approve a plan for it to take effect / be approved NOT 2/3rds of creditors; bigger creditors have more power -Ex: 3 creditors hold 25 mill and 2 smaller have 12.5 each (100m total) --Plan is pay back 60 cents on the dollar (60% of debt) --The 3 creditors can make a decision on their own for whatever works best for them DO NOT ADD UP YES AND NO VOTES. NOT ⅔ OF CREDITORS. IT IS ⅔ OF TOTAL DEBT. WEIGHTED VOTE VIBE. AMOUNT OF DEBT REPRESENTED BY THE YES VOTES
FCPA: Penalties for Violations
Criminal cases, not civil Max punishment: 5 years in jail and 100k fines
Chapter 7: Un-erasable debt
Debt related to intentional tort -If you commit an intentional tort and owe people money for it, you can't get rid of that money you owe with ch 7 bankruptcy --Pay that shit off for rest of ur life -Negligence and shit can be wiped out tho, intentional torts blowww Tax debt -Can't get rid of that, govt wants ur shit no matter how much its ruining ur life Child support / any family support stuff -U pay that shit mf -Alimony / spouse support falls into this Student loan debt -Still can't get rid of it -Maybe change in future
ERISA
Employee Retirement Income Security Act Giant fed law that deals with all employee benefits Endless and dull as hell Just gonna look at a bit of it
Family and Medical Leave Act (the leave itself)
Entitled up to 12 weeks of unpaid leave per 12 months -Can split them up in any way that makes sense for medical treatment -Can be full 12 weeks at once or 2 weeks here 3 weeks there don't matter or day here or day there -Not a calendar year thing; doesn't just replenish new year -Whenever they make the request for leave, you look back at the last 12 months from that moment and see how much they've taken in that timeframe Only employer expense is them continuing to pay some kind of healthcare insurance premium if they have already been doing that as benefits -Company does NOT have to do this if they weren't already doing it before
UCC rules
Everyone has to act in good faith -Even if all the requirements are okay, a judge can still strike it down if they believe they did not act in good faith Firm offer -A way to block somebody from revoking an offer for a period of time --Dealership offers to sell me car for 30k, I can get a written promise from them that says we promise to keep the offer open until *insert time* --Must be from a business, can't be like my neighbor selling me their car Can make the contract and then kinda fill in the blanks later (like the consideration or something gets figured out later)
Branches of Gov't
Executive (enforcement kinda police power) to president Judicial power (to decide what laws mean) to supreme court Legislative power granted to congress to make laws
FMLA
Family and Medical Leave Act
FCPA
Foreign Corrupt Practices Act Covers bribes made to foreign officials from corporations for business opportunites
GINA
Genetic Information Nondiscrimination Act
FCPA: type of legal bribe
Grease payment -already have a contract awarded just a little payment to speed things up
Plea types
Guilty Not Guilty No Contest
Family and Medical Leave Act (employEES accomodating employERS)
If employee/family type member from earlier has a schedulable procedure (like a knee replacement thing), employee has obligation to reasonably accommodate employer -Just kinda talk to manager and figure something out -Dude took 12 weeks off during busy season and got canned and sued and lost cuz he didn't accommodate employer
Securities Act of 1933 (Section 11: damages: rules)
If plaintiff wins the case, here is how damages are calculated: 1: Damages = Amount Paid - Sales Price IF 1) if plaintiff sells their shares BEFORE the lawsuit is filed 2) if plaintiff sells their shares DURING the case AND the shares have increased in value relative to the day the lawsuit was filed 2: Damages = Amount Paid - Value of Shares the Day the Lawsuit is Filed IF 1) if plaintiff sells their shares DURING the case AND the shares have decreased in value relative to the day the lawsuit was filed 2) if plaintiff NEVER sold their shares and are still holding them Thought process: when was it sold and for what price? that will determine if you subtract sales price or Value of Shares the Day the Lawsuit is Filed from amount paid
PBGC
If ur promised a traditional pension at work (stream of income for rest of ur life if you work for us for x time) and the company effs up the managing of the money and you aren't able to be paid this pension, this govt corp steps in and pays you up to a certain amount limit max benefit is 64k per year in pension benefits from PBGC if their pension fund fails -If teacher has 40k pension and it fails, they will get it all from PBGC -If exec has 100k pension and it fails, they will get the max of 64k
Chapter 7 Bankruptcy
Liquidation; total bankruptcy Everything you own that is not exempt is liquidated to cash to pay off as much debt as you can Can file ch 7 bankruptcy every 6 years can file as a person or company (company forever deleted if this happens)
Securities Act of 1933 (Section 11: damages)
Money is calculated in a funky way; not just punitive or compensatory
No contest plea
NOLO Subtilly diff from a guilty plea I'll accept the consequences of these charges, but i DO NOT admit that i did it / admit fault In a criminal case, likely not much difference on the punishment than a guilty plea In a civil case, there can be a tremendous diff between a guilty and a no-contest plea -Ex car crash for running a stop sign, you get a ticket for running a stop sign (criminal) and plead GUILTY you pay ticket. But NOW if there is a civil case later, they can bring that plea as evidence against you and you have no chance at winning cuz you literally already admitted guilty; the plea is admissible evidence -Same thing but NOLO plea; in the civil case they can not even bring that plea as evidence at all, total dismissable evidence NOLO plea in criminal case can not be used as evidence in a subsequent civil case
4) Genetic Information Nondiscrimination Act (number rule)
NONE Applies to everyone, no employee number limit thing like 15 or 20
Contract (offer)
Offer requirements: 3 part test (need ALL) 1) Would a reasonable person find the terms of the offer clear and understandable 2) Would a reasonable person find the terms reasonable and legitimate (not a camry for 5 million dollars) 3) Would a reasonable person be able to accept the terms immediately Like not a bunch of vague future stuff idrk Basically just does it seem reasonable and legit
Contract (offer: termination)
Once an offer is made, it is only terminated before acceptance if: 1) Rejected by offeree -Person who receives the offer clearly indicates they do not want to take the deal 2) Revoked by offeror -Person who makes the offer takes their offer back before it is accepted
Damages for contract lawsuits
Only compensatory 2 types tho: 1) direct damages -The direct stuff buying and selling in the contract --Ford sent farmers a tractor as per contract but it was broken and they had to pay to fix it --Direct damages: the busted tractor and its repair costs 2) consequential damages: -Things that result from a contract being broken beyond the stuff directly in it --Ford sent the busted tractor and it caused the farmer to not be able to plow their other two fields as planned
RICO problem and solution
PROBLEM: Most common cases that applied rico were civil or criminal cases against law or accounting firms because the flaw in RICO is the list of stuff that is racketeering: 2 of them are "mail fraud" and "wire fraud" Everything a law or professional service firms does involves mail or wiring stuff easy for lawyers to get some cases like this past instant dismissal because it wasn't clear enough to just toss out These cases are often booty if they go to court but just barely survive dismissal so they just try to get a settlement from the firm Do this by making the pre-trial costs so brutal for firms like "I need every email you guys have ever sent over the last 10 years" and then coerce firms to settle for an amount that is way less than all these costs, they will just pay it and be like whatever. Quick buck for client SOLUTION: PSLRA 1955
PSLRA
PSLRA changes other laws, not a lot of OG content Helps a lot of big firms getting slapped with heinous rico cases Junk lawsuits
PSLRA and the Securities Act of 1933
PSLRA made 2 changes to the Act 1) FILING a motion to dismiss stays (pauses) discovery -Discovery process is Pretrial stuff where a lawyer has power to gain a lot of info and therefore make it super expensive for the other side -Originally only could stop these discovery costs by getting a judge to grant a motion to dismiss BUT that can take a long time for a judge to get around to ruling about it and discovery can be happening during this time ouchie expensive -SO NOW just FILING for motion to dismiss pauses discovery so u don't get hammered with all those discovery costs 2) judge can require plaintiff to post a bond -Judges discretion -Judge can require them to pony up some cash and if they determine this is indeed a bullshit case judge gonna give that cash to the defendant cuz plaintiff being a little shit -Put your money where your mouth is!
RICO statute
Passed because lots of worry about organized crime and punishments being light for them -Before RICO it was pretty light as long as u didnt kill someone and they didnt wanna encourage it
PBGC acronym
Pension Benefit Guaranty Corporation
Family and Medical Leave Act
Purpose: congress wanted to try to take people out of a rock and a hard place situation where they or in their family have a significant illness Need to miss work to help them but don't want to lose their job
Chapter 13 Bankruptcy
Reorganization of a business. Submit a repayment plan and, if approved, it legally replaces whatever your current debt situation was only applies to people
Chapter 11 Bankruptcy
Reorganization of a business. Submit a repayment plan and, if approved, it legally replaces whatever your current debt situation was people and companies
Securities Act of 1934
Requires ongoing filing requirements for certain types of companies Not just when selling securities like 1933
Contract (acceptance)
Responding in anyway that clearly indicates you want to take the deal Could be verbal or like i put down the cash and take the pen etc
1) Civil Rights Act (number rule)
Rules under CRA do not apply unless a company has 15 or more employees EMPLOYEES not workers -independent contractors do not count -ex 12 salaried employees and 4 ICs; do not qualify for CRA rules # of employees at firing is the number to use
3) Age Discrimination in Employment Act (defense)
Same Actor Defense -A defense that only applies to this statute If the same actor (same boss / leader / authority figure) hires a worker who is at least 40 and then the same actor fires that worker when they are older (etc 49); the same actor can defend using this -Shows the same actor doesn't care if ur over 40 cuz he hired u over 40 anyway -But it HAS to be the same person hiring and firing 2 things -Above 40 when hired -Same actor hires and fires the person complaining under ADEA
1) Civil Rights Act (Sexual harassment law: hostile work environment case)
Sexually charged atmosphere that materially impacts someones ability to do their job -Crude remarks about sex or what someone is wearing or keeps asking them out --Gotta be more of a repeated pattern not just an isolated instance of a dirty joke or comment or something cuz that does not materially impact ur work --It can't just be like "it bothered me personally" its gotta meet the reasonable person standard where it would bother a lot of people Defense -We have a functional policy prominently made available to the employees and the plaintiff never filed a complaint --If the first time the company hears about this is the lawsuit, this defense will work if they indeed have a legit policy that everyone knows about
Contract (requirements: writing)
Some contracts need to be in writing (4 types) 1) Contracts that pay someone else's debt as a backup person to them (surety?) 2) Contracts lasting more than 1 year 3) Contracts in excess of $500 4) Contracts for real estate -Land and stuff permanently attached to land (pool, house, building etc)
Securities Act of 1934 (defenses)
Statute of limitations not 1 yr or 3 yr like 1933 act 2 years -From the time you had knowledge of being lied to or some deception 5 years -Absolute deadline
UCC (Uniform Commercial Code)
Statute passed by states that has a big chunk allocated to contract law Like some are governed by old common law principles but some are governed by this UCC
Securities Law
The body of federal and state laws governing the issuance and trading of equity and debt instruments to public investors
Securities Act of 1933
The first major federal law regulating the securities industry. It requires firms issuing new stock in a public offering to file a registration statement with the SEC before selling them
ERISA (vesting)
The point of full and total ownership Like vested rights; buying a coke from vending machine bam vesting interest in it cuz u own that ish For retirement plans thru work (401k type stuff): Money Type 1: -your money; you agree like 6.5% of salary into it -immediate vested interest in those dollars Money Type 2: -company money; the contribute to the plan as well (matching etc) -Delayed vesting: 1) vest after 5 yrs; when youve been there for 5 years you et all ur money (leave early and u will get none) 2) vest 20% per year in years 3-7; ex ur gonna be 80% vested at year 6 anniversary
Contract (requirements: consideration)
There must be consideration Both sides receive something of measurable value -Ex a promise to help someone move or give someone a gift (without receiving anything in return), this is not a contract Peppercorn rule -The amount of value that goes both ways does NOT have to be equal or equivalent or even close to equivalent --Just needs to be SOMETHING --Can be a rolex for a penny; it don't matter This is why charities give a shirt or something cheap to people who promise to make a donation; LOCKS them in
Diff in who the UCC and Common law applies to in contract law
UCC: Contracts for sale of goods (car, chair etc) Common law: Contracts for services (employment contract, cell phone service provider, mowing someone's lawn) What if a contract possesses both goods and services? -Go with whatever is worth more in the contract --If services are $800 and goods are $500, use common law etc
UCC
Uniform Commerical Code
1) Civil Rights Act (disparate impact def)
allegation of a pattern of discrimination, not intentional discrimination only compensatory damages possible employment discrimination based on the effect of an employment policy or practice rather than the intent behind it.
1) Civil Rights Act (disparate treatment def)
allegations of intentional discrimination of one of the 4 areas of discrimination covered under CRA punitive and compensatory damages possible
1) Civil Rights Act (areas of coverage)
can't discriminate on the basis of: 1) Race discrimination 2) religious discrimination 3) sex discrimination 4) national origin discrimination
CRA
civil rights act
4 Anti-Discrimination Statutes
exceptions to "at-will" employment doctrine 1) Civil Rights Act (CRA) 2) Americans with Disabilities Act (ADA) 3) Age Discrimination and Employment Act (ADEA) 4) Genetic Information Non-Discrimination Act (GINA)
3) Age Discrimination in Employment Act
illegal for employers to discriminate against someone for their age
Equal Opportunity Employee Commission (EEOC)
in charge of handling discrimination at work issues if you think you're being discriminated against under CRA, you MUST go to the EEOC first -if you file a lawsuit without doing this first it will be thrown out -must obtain a Right to Sue Letter from them before you sue EEOC acts as mediator between the two and tries to get it to settle
Agency Law
is an area of law dealing with working relationships created between two parties.
3) Age Discrimination in Employment Act (age rule)
must be 40 or over to be able to sue for this
PSLRA 1955
not much original content, just modifies existing RICO Minimize junk lawsuits against firms Change to rico specifically: -Criminal guilt must first be established before a civil lawsuit can proceed -Like they must lose a criminal case before a civil case can proceed against them -Basically all lawsuits like this against accounting firms went poof bye bye
Contract (what 3 main things make a contract)
offer acceptance the 5 requirements
Securities Act of 1933 (Section 12 (a) (1): defenses)
only 1 Statute of limitations 1 year: -If the person suing the firm KNEW for a full year that they were unregistered -Case will be dismissed if that's true 3 year -If 3 years after the securities were FIRST sold to the public; not when they bought it necessarily
Securities Act of 1933 (Section 12 (a) (1) )
provides a civil cause of action for purchasers of securities against issuers who sell securities without registering the securities or perfecting an exemption Suing over unregistered securities (gotta be registered to sell securities unless u have an exemption)
Securities Act of 1933 (Section 11: definition)
provides investors with the ability to hold issuers, officers, underwriters, and others liable for damages caused by untrue statements of fact or material omissions of fact within registration statements Plaintiff is like hey i lost a ton in the stock market and we argue that its cuz there are materially misstated FSs in the registration statements -auditors can be on the hook for this
Securities Act of 1934 (size breakdown of companies)
public float: represents the portion of shares of a corporation that are in the hands of public investors Large company -$700m public float Medium company: -$75m-700m public float Small company: -less than $75m public float
2) Americans with Disabilities Act (number rule)
same 15 people minimum as CRA
Bankruptcy code of 1978
set 3 types of bankruptcy Chapter 7 Chapter 11 Chapter 13
1) Civil Rights Act (statute of limitations)
strict 180 days
Statute (def and how created)
the usual tool that congress uses to create a law that didn't exist before Legislative power granted to congress to make laws Broken into senate and house (they get voted in) -Any idea that is not unconstitutional can become a statute if it gets enough support (just can't violate the constitution) - 3 basic requirements for an idea to become a statue 1) gotta pass the house and 2) senate by a majority vote (they vote separately of each other) 3) if it passes both of those, it goes to the president. He signs or vetoes whatever he wants A statute (that passed those requirements) can be struck down by the courts if it is determined it violates a constitutional right (supreme court) Lot of statutes allow for both civil and criminal
Agency Law (tort liability)
worker commits a tort that results in some damage/injury 3 questions (in this order!) to ask to see if you (employer) can be sued 1) Is the work the agent was sent out to do considered to be "ultra hazardous"? -UH job: a job that has a high degree of physical danger -Ex: road crew using TNT to blow up a road; disposing of nuclear waste, etc If YES it is indeed a UH job: the EMPLOYER is automatically liable If No: Next question 2) Is the agent considered an independent contractor or an employee? -If YES they are an independent contractor: just the agent aka independent contractor is liable; Employer NOT liable If Employee: Next question 3) Did this non UH employee / agent commit the tort ON or OFF the job? Were they doing their job when the tort was committed? -If ON job: Employer liable -If OFF job: Agent liable and employer not liable -ex: Employee getting in a bar fight saturday night