BLAW ch 13

fetal-protection policies 483

A company policy that bars a woman from certain jobs unless her inability to bear children is medically documented

front pay 468

A damage remedy in an employment discrimination case that is generally equal to the compensation the employee would have received had he or she not been unlawfully discharged

bona fide occupational qualification 485

A requirement that an employer places on certain jobs that actually requires that the person in that job has a certain gender, religion, or national origin.

reasonable accommodation (disability) 492

A requirement that an employer takes steps necessary to reasonably accommodate an employee's disability or religious practices

charging period 467

A specific period of time in which an employee challenging an employment practice must file a complaint with the Equal Employment Opportunity Commission

undue hardship 493

An affirmative defense under the Americans with Disabilities Act that relieves an employer of the obligation to make reasonable accommodations for an employee's disability because doing so would constitute an undue hardship for the employer.

family responsibility discrimination 484

Employment discrimination based on stereotypes of parental roles and responsibilities. Also referred to as maternal wall discrimination

appraisal rights

In a merger or sale of assets, shareholders who voted against the transaction have appraisal rights, that is, the right to receive the fair cash value of the shares they were forced to give up as a result of the transaction

reasonable factor other than age defense 488

In an age discrimination case, an employer's affirmative defense that its actions were based on reasonable factors other than age. Contrast with business necessity

disparate treatment 468

Intentional discrimination against a person by employer by denying their person employment or a benefit or privilege of employment because of race, religion, sex, national origin, age , or disability

BFOQ defense 485

TItle VII provides that an employer may lawfully hire an individual on the basis of religion, sex or national origin If religion, sex or national origin is a bona fide occupational qualification reasonably necessary to the normal operation of that particular business. This is known as the BFOQ defense. -This is not available when discriminatory treatment is based on a person's race or color. the employer has the burden of showing a reasonable basis for believing the category of persons excluded from a particular job was unable to perform that job.

association claim 490

The ADA prohibits employers from discriminating against employees who have an association with someone with a disability. A plaintiff can make out an association claim by showing that -the plaintiff was qualified for the position -the plaintiff was subject to an adverse employment action -the plaintiff was known to have a relative with a disability -the adverse employment action occurred under a circumstance that raised a reasonable inference that the relative's disability was a determining factor in the decision

hostile environment harassment 472

The creation of a hostile working environment, such as continually subjecting an employee to ridicule and racial slurs, or unwanted sexual advances

disparate impact 471

The systematic exclusion of women, ethnic groups, or others in a protected class from employment through testing and other selection procedures

major life activity 491

Under the Americans with Disabilities Act, an activity that an average person can perform with little or no difficulty, such as walking, seeing, hearing, and speaking

C corporation*

a business organization that is taxed at both the entity level and the owner level

undercapitalization theory

a corp. is a separate entity, but its lack of adequate capital may constitute a fraud on the public. May be a basis for piercing corporate veil.

S corporation*

a corp. meeting certain requirements that is taxed only at the owner level

close corporation*

a corp. owned by a limited number of shareholders, usually thirty, most of whom are actively involved in the management of the corp. that elects close corporation status in its charter

closely held corporation*

a corporation characterized by the absence of a market for its stock, though it may have any number of shareholders

going private

a corporation that has fewer than 300 shareholders (or 500 if the corp.'s assets total less than $10 million) and ceases to be required to file public periodic reports under the Securities Exchange Act of 1934

reverse piercing

a doctrine whereby a corporation including a subsidiary, may be held liable for the debts of a shareholder (including a parent corporation)

limited liability company

a form of business entity authorized by state law that is taxed like a limited partnership and provides its members with limited liability, but like a corporation gives its members the right to participate in management without incurring unlimited liability

general partnership*

a form of business organization between two or more persons in which the partners share in the profits or losses of a common business enterprise

limited partnership

a form of business organization in which limited partners must refrain from actively participating in the management of the partnership but are liable for the debts of the partnership only up to the amount they personally contributed to the partnership

limited liability partnership

a form of limited partnership designed primarily for professionals who typically do business as a partnership that insulates its partners from vicarious liability for certain partnership obligations

shareholders (stockholders)

a holder of equity securities of a corporation.

inside director

a member of a board who is also an office

joint venture

a one-time group of two or more persons in a single specific business enterprise or transaction

tender offer

a public offer to all the shareholders of a corporation to buy their shares at a stated price, usually higher than the market price

leveraged buyout

a takeover financed with loans secured by the acquired company's assets, in which groups of investors, often including management, use borrowed money along with some of their own money to buy back the company's stock form its current shareholders

self-tender offers

an offer by a corporation to buy back its stock or shareholder rights for a fair price.

corporation

an organization authorized by state law to act as a legal entity distinct from its owners

sexual stereotyping 474

discrimination against employees because they are not "manly" enough or "womanly" enough women. illegal under title VII of civil rights act

adverse employment action 468

includes demotions, refusals to hire or promote, unwarranted negative job evaluations, disadvantageous transfers or assignments, depriving an employee of support services, cutting off challenging assignments, depriving an employee of support services, cutting off challenging assignments, moving from a spacious office to a dingy closet, changing a schedule without notification

sole proprietorship

one person owns all the assets of the business, has complete control of the business, and is solely liable for all the debts of the business.

merger

the combination of two or more corporation into one

dissolution*

the designation of the point in time wen partners no longer carry on their business together

board of directors*

the individuals elected by the shareholders of a corporation who by law are responsible for the overall management of a corporation

bylaws

the internal rules governing a corporation

termination*

the point after the dissolution of a partnership when all the partnership affairs are wound up and partners' authority to act for the partnership is completely extinguished

incorporation

the process by which a corporation is formed

cumulative voting

the process by which a shareholder can cast all its votes for one director nominee or allocate them among nominees as it sees fit

winding up*

the process of settling partnership affairs after dissolution.

quid pro quo harassment 472

this for that harassment: The specific, job-related adverse, such as denial of a promotion, in retaliation for a worker's refusal to respond to a supervisor's sexual advances

pierce the corporate veil

when a court denies limited liability to a corporation and holds shareholders personally responsible for claims against the corporation, the court has pierced the corporate veil

corporation by estoppel

when a third party, in all its transactions with an enterprise, acts as if it were doing business with a corporation, the third party is prevented or estopped from claiming that the enterprise is not a corporation

de facto corporation

when incorporators cannot show substantial compliance with incorporation requirements, a court may find a corporation is a de facto corporation (corporation in fact) even though it is not technically a corporation by law, if the incorporators demonstrate that they were unaware of the defect and that they made a good faith effort to incorporate correctly

de jure corporation*

when incorporators have substantially complied with incorporation requirements, the entity is a de jure corporation (a corporation by right.)

alter ego theory

when owners have so mingled their own affairs with those of a corporation that the corp. does not exist as a distinct entity, it is an alter ego (second self_ of its owners, permitting the piercing of the corporate veil