Page 11- Trade dress
- Counterfeiting
- Goodwill
- Copyright
- Copyright act of 1976Page 12- work for hire
- copy right term extension act of 1998
- Rights of copy right owner
- Moral rights - proper attribution
- RegistrationPage 13- Defense of copy right - infringement
- How do we know if something is Fair use
- Patents
- 3 types of patents
- Conditions for patentPage 14- Advantages and disadvantages of patents
- Patents reviewed
- Trade secret
- 3 factors in determining trade secretPage 15- Theft of trade secret
- Sources on contract law
- State common law contracts
- Lex mercatoria law of merchants
- Restatement
- Definition of a contract
- PromisePage 16- Binding vs non-binding
- Written or oral
- Bilateral vs unilateral
- Elements of a contract
- 3 requirements of an effective offerPage 17-Terminate an offer contract
- The acceptance of a contract
- ConsiderationPage 18- Promissory Estopper
- Capacity of contract
- Limited capacity vs no capacity
- Minors and contractsPage 19- Contracts and minors
- Legality
- Consent
- Mutual mistakePage 20- Genuinness of consent
- Contracts and statute of frauds
- Contract parol evidence rulePage 21- Performance of contracts
- Complete performance
- Substantial performance
- Expectation of good faith
- Assignment and delegation
- Assignment
- Discharge of contractsPage 22- Anticipatory
- Efficient Breach
- Discharge
- Novation
- Discharge by agreement of parties
- Accord and satisfaction
- Impracticability
- Discharge by legal impossibilityPage 23- Remedies
- Monetary damages
- Liquidated damages
- Punitive damages
- Mitigate damages
- Equitable remediesPage 24 Ch 11- The UCC
- Article 2 Sale of goodsPage 25- Statute of limits
- Goods, merchants, sale and titlesPage 26- Passing a title
- When does the UCC rule apply
- Stolen goods
- Forming a sale contract
- Indefiniteness and the offer
- AcceptancePage 27- Statue of frauds
- Failure to respond to writing
- Writing in UCC doesn't have to be specific
- Confirmatory memorandomPage 28Sales Contract
- Parol evidence
- Filling the gaps
- Delivery termsPage 29- Performance and obligations
- Seller
- Basic obligation
- Prefer tender vs substantial performance
-Cure
- BuyerPage 30- Duty of acceptance
- Payment
- Sale warranties
- Warranty of title
- Express warranty
- 3 ways to create a warrantyPage 31- Characteristics of express warranties
- Express warranty
- Implicit warranty
- Disclaimers
- Remedies and damagesPage 32- Remedies and damages
- Cover
- incidental damages
- consequential damages
- Brief note on international sales
- CISGPage 33- Forms of business organizations
- Sole propritership
- General partnership
- Partnership agreement
- duties as partners fiduciaryPage 34- Presumption of equal control
- Realities of business arrangement
- Termination, dissolution and winding up
- Limited partnership
- Certificate of limited partnershipPage 35- Limited partnership terminates
- Corporation
- Charters vs general incorporation statutes
- Incorporation statutes
- Creation
- Articles of incorporation file articles
- BylawsPage 36- Legal entity statutes
- Close vs public corporation
- Relationships of parties within corp
- Shareholders
- Elections for board of directors
- Proxy voting
- Resolutions
- Owner of corp
- Obligation to creditorspage 37- Board of directors
- Duty of care
- duty of loyalty
- Business judgement rule
- Fiduciary duties
- ManagersPage 38- Terminating the corporation
- Limited liability companies LLC
- Tax advantages
- How it's created
- File articles
- Termination
- Professional corporationPage 39- professional corporations
- Organizational features and considerations
- limited liability
- Entities with united liability
- entities with limited liability
- Piercing the corporate veil
- Transfer of ownership interestPage 40- Publicly traded companies
- Duration
- Control
- limited life
- Perpetual existence
- Business organizations
- Franchise
- Substantial association
-2 common characteristics
- 3 types of franchisesPage 41- FTC Franchise rule
- disclosure
-state regulations
- Franchise agreementPage 42- Territorial rights
- Fees and royalties
- termination of franchise
- Franchise examples
- Downsides of franchising
- Negotiable instruments
- Substitues for cashPage 43- 4 types of negotiable instruments
- Order to pay
- Check
- drafts
- Promise to pay
- NotePage 44- Certificate of deposiite
- Negotiability
- ordinary holder of instrument
- Credit
- Transferable or tradable
- credit termsPage 45- Credit policy
- credit report
- credit score
- Credit accounts
- installment account
- revolving account
- open accountPage 46- Collection policy
- Secured creditor
- Unsecured creditor
- creating security by agreement
- guarantor
- default by debtor
- creditor
- SuretyshipPage 47- repossession
- Mortgages
- Parties- debtor creditor
- Liens
- Possessory
- court decreed lienPage 48- judgement lien
- writ of execution
- Bankruptcy
- How proceeding begins
- Ch 7 debtor
- supervise liquidation
- secured creditors
- debts dischargedPage 49- cant discharge things
- ch 11 used by businesses
- Reorganization
- ch 13 used by individuals
- Non-bankruptcy alternatives
- composition
- extension
- bank workout
- AssignmentPage 50-elements of securities
- negotiable financial instrument
- Howie test
- Securities exempt from regulation
- State securities law
- how do you know what is and isn't a securityPage 51- offering to investors
- Truth and securities law
- disclosure
- how does investor get material information
- the registration statement
- The prospectors
- schedule A
- Regulation SK
- Review by SECPage 52- Securities fraud
- basis for securities fraud
- section 11 1993
- Rule 106-5 1934
- liability for securities law violations
- parties subject to suit
- SEC action
- Liability for misstatementsPage 53- federal exclusivity
- Sarbanes Oxley act requirements
- insider trading
- SEC prosecution
- the insider trading sanctions act
- chiarella case dirks case
- the insider trading sanctions act
- investment company actPage 54- regulations of investment companies
- registration
- investment advisors
- other security professionals
- responsibility of clients
- illegal practices
- broker
- dealer
