BLaw #4
Order by
90 terms
Terms | Definitions |
|---|---|
 corporations | -limited liability -state statue requirements -shareholders -boars of directors -officers -domestic(shares not traded), foreign(formed in different state), alien(formed in different country) NP/closely held(shares not publically traded-small number of SH) -respondent superior |
| respondent superior | corporations responsible for the actions of all employees acting within the scope of their employment |
| corporations are limited liability | up to amount paid for shares (depends on when shares are purchased) |
| corporation agreement | everything is written and voted on -vote depends on percent of shares |
| board of directors | elected by shareholders (hold ultimate authority-policy making decisions, capital structure, declare dividends) -voted once a year (can be removed for cause) |
| officers | work for board- can be removed with or without cause -president, VP... |
| S and C corp | -differ for tax laws, but state statutes only recognize one type (C corp usually for professional corps) |
| to establish a corporation | -promotion activities (newly formed copr not liable for any preincorporation contract unless expressed otherwise-need provision once incorporated) -incorporation filing of articles (name, # of shares, address of co, address of each incorporator) -name must be unique -minutes -bylaws(regulating internal affairs) -meetings and votes |
| unique corporation name must include | either inc, corp, co, ltd |
| articles | shares, agent, purpose... |
| first meeting pertains to | -approved bylaws -approve incorporator's activities -authorize issuance of shares -elect officers |
| directors and officers | -get business judgement rule on actions -duty to exercise supervision, informed decisions, loyalty -off hook for honest mistakes |
| honest mistakes requirements | reasonable steps, rational basis, no conflict of interest |
| stockholders | -notice, proxy, quorum -certificates, preemptive rights -no right to demand dividend (board of directors) -right to remaining assets after creditors -derivative suits(if directors fail to bring suit, SH can bring forth case) -majority shareholders have duty to minority |
| preemptive rights | keep percentage even when more shares are issued |
| blind stock trust | -not to influence actions to increase wealth of directors/officers -3rd party trust fund |
| major actions that have to be approved by shareholders | -merger, consolidation, exchange -tender offers |
| dejure | stench of compliance (rightful and lawful existence) - overlook defect |
| de facto | defect in statutory requirements -good faith, doing business |
| estoppel | hold out as corporation but does not complete formalities |
| ultra vires | gone beyond powers (express and implied) |
| pierce corporate veil | corporate entity isn't being preserved and using corporate checks for personal use (exposing SH to personal liability) |
| alter ego theory | not operating properly- piercing the veil under the theory that the corporation was not operated as a separate entity |
| example of both an agent and independent contractor | nfl player |
| fiduciary relationship | relationship involves trust and confidence |
| independent contractor | -work for multiple clients, more flexibility, own bosses, determine tools of trade, trade method, project type basis, lower skill due to short term, paid by job -copyright is own unless agreed otherwise |
| employee | work for one, under bosses, under control of, no predetermined time to work, employer pays for part of health benefits, stock options, paid by period, employer supplies tools at place of work, more skill due to long term -"work for hire" Copyright Act of 1976 and copyright belongs to employer |
| type of agency for taxi drivers | independent contractor -control of car and trails of how to operate |
| general requirement of agent | -no writing or consideration is required -principal must have contractual capacity (18+ and sane) -agent does not have to have contractual capacity and can be minors |
| types of agents | -by agreement -by ratification -by estoppel -by operation of law |
| agent by agreement | -express or implied -by conduct of parties(example of valet parker with same uniform) |
| agent by ratification | -person acts outside of authority or does something -principal approves/ affirms after fact -question of intent |
| agent by estoppel | 3rd party acts to their detriment in reasonable reliance on belief -gave appearance of agency that did not exist |
| agent by operation of law | -family necessities(food, clothing, shelter, safety) -emergency situations(failure to act would cause substantial loss) |
| duties as agent | performance, notification, loyalty, obedience, accounting |
| duties as principal | compensate, reimbursement, indemnification for authorized acts, cooperation, safe working conditions |
| indemnification for authorized acts | agent acting on principal's behalf and backing up |
| rights and remedies of agent | -breach of contract -demand for accounting and withhold further performance |
| rights and remedies of principal | -contract for breach of contract -tort for misrepresentation, negligence, deceit, libel, slander or trespass -breach of fiduciary duty (termination) -constructive trust (under law- secret benefits) -avoidance(avoid any contract made in breach of duties) -indemnification |
| express authority | -clear, direct, definite terms -better written than oral (power of attorney) -equal dignity rule |
| equal dignity rule | a rule stating that express authority given to an agent must be in writing if the contract to be made on behalf of the principal is required to be in writing |
| implied authority | -what reasonably necessary to carry out express authority and objectives of agency -by custom, position |
| apparent authority | -arises from what principal causes third party to believe -words or actions cause third party to reasonably believe has authority even if not express or implied -estoppel- by conduct |
| principal libel (liability) | authorized acts and principal disclosed |
| principal not libel (liability) | unauthorized acts and principal disclosed |
| principal (liability) | authorized acts and principal undisclosed |
| agent libel (liability) | unauthorized acts and principal undisclosed |
| third party transaction | principal might not want people to know of transaction because price might jump -go through third party who cannot disclose principal |
| termination of agency | -lapse of time -purpose achieved/ complete -specific event -mutual agreement -one party option |
| one party option | be agent until want to leave (optional termination) |
| requirements before termination | -notice to parties that know of agency or relying on agency to prevent wrongful termination -sufficient amount of time is needed to complete before being terminated for not completing |
| breach of agency contract by operation of law | -death or insanity -impossibility -changed circumstances -bankruptcy -war |
| biggest agency group | employment relationship |
| employment at will under common law exceptions | -under contract or statute -tort theory -public policy |
| exception under contract or statute | -looks to implied contract, dismiss for good cause -reasonable expectations -good faith |
| tort theory | -wrongful discharge -fraud to induce employment |
| public policy | whistle blowing retaliation (can't fire as a result) |
| question when terminating | did they have a chance to change? |
| wage laws | -against child labor -under 14 (can only work for either parents, newspapers, farms) -age 14, 15 (any nonhazardous jobs) -16 and above (any) |
| hour laws | while in school year: -less than three hours on school day -less than eight hours nonschool day |
| Davis Bacon Act | Act that established prevailing wage and benefit requirements for contractors on federally funded construction projects |
| minimum wage | -can be less food and lodging costs $7.25 -separate minimum wage |
| overtime pay | -nonexempt employee can earn overtime |
| exempt from overtime pay employees | -nurse, police, first, white collar > 100k, etc -management type employees |
| OSHA (occupational safety and health act) | regulates work conditions |
| workers compensation | -accidental injury, occurred on job, regardless of fault -30 days to notice -prohibits suing |
| trustee funds | company turns money over to IRS -social security (IOUs from government) -medicare (health care for elderly) |
| pension/ ERISA | -ERISA controls all pensions -if company goes under pension guaranteed board pays to their limit, which doesn't usually cover the whole amount (60%) -vesting (right to receive pension benefits at future date) |
| unemployment | employer pays |
| cobra (consolidated omnibus budget reconcilation act | -employer health plan continuation for 18 months -can charge 10% premium to noneligible people -bridges health employment between employment |
| mass layoff | -greater than 33% full time employees and 50 employees or 500 full time employees -plant is closing with greater than 50 full time employees and 100 full-time workers |
| layoffs | -60 days notice with government if mass layoff -fine $500 per day and back pay with benefits if no notice -employment loss (exceeds 6 months or reduction in hours more than 50% each month) |
| FMLA (family and medical leave act) | -50=+ employees -Up to 12 weeks unpaid family (newborn or adopted or foster care) or medical leave (employee, spouse, child, parent serious health condition)during 12 months -Continue health care coverage -Restore to original position or comparable-except if within top 10 (by pay/rank) |
| violations to FMLA | lost wages, reinstatement, promotion, court costs |
| detectors, drug testing, AIDS and HIV testing | -can't require test and threaten with it for negative employment action -can take test and not hire though |
| discrimination | -no discrimination upon "protected" class |
| title VII of 1964 protected classes | -race -color -religion -national origin -gender |
| title VII of 1967 additional protected classes | -age -disability (mental, physical) (1990) |
| civil right act of 1964 (in relation to discrimination) | -In hiring, firing, promotion, demotion, discipline, compensation, opportunities for additional training or any other term or condition of employment -Applies to employers affecting interstate commerce with 15 or more employees, labor unions with 15 or more members, hiring halls, employment agencies, state and local governments and the federal government but not Congress -Equal employment and opportunity commission (EEOC) has original jurisdiction and then courts |
| avoiding discrimination | substantial realistic qualification that would be considered as significant undue hardship to employer -can person be reasonably accommodated to perform job? |
| intentional discrimination | -disparate treatment (member of protected class, applied and qualifies, rejected, employer keep looking or filled by non protected person) -if spot was filled with another protected class, cannot sue |
| reverse discrimination | discrimination against majority group individuals |
| unintentional discrimination | disparate impact |
| constructive discharge | employer causes work conditions so intolerable a reasonable person would feel compelled to quit -employer know or should have known but failed to correct -employers are responsible of acts of agents |
| sexual harassment | -quid pro quo (exchange for something else) -creates hostile working environment -must be tangible employment action from supervisors -language or conduct -cannot fire when someone brings forth case -includes online harassment |
| supervisors sued in sexual harassment case | -did not take reasonable care in a reasonable time to correct situation -knew/ should have known between co-workers -failed to act |
| remedies under title VII | -Reinstatement, back pay, retro active promotions in damages -Compensatory - only in cases of intentional -Punitive - if malice or reckless indifference -Combine normally $50-$300,000 |
| age protected class | -protects everybody who is 40+ |
| disability protected class | -have to provide reasonable accommodations -"physical or mental impairment that substantially limits one or more of the major life activities, record of such impairment, being regarded as having such impairment" |
| defenses to discrimination | -business necessity (unintentional discrimination) -bona fide occupational qualification (discrimination is essential to job qualifications) -seniority system (people with more years are promoted first) |
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