Final Review Flashcards

Question

Commerical Speech

Answer 1

Speech written on behalf of the corporation with the goal of earning a profit ex: false advertisement Freedom of speech protects corporations and individuals i. Essential to the public’s right to know/the right to be informed ii. Protects the listener and the speaker *not as protected compared to individual rights -Government can limit commercial speech if a compelling state interest is at stake

Answer 2

The press is accountable for what is printed - Construed to prohibit prior restrictions on publications Libel is used to recover damages as a result of printed defamation of character

Answer 3

“Nor shall private property be taken for public use, without just compensation.” Questions: i What is a taking? Government builds a public road ii. What is a public use? Public purpose iii. What is just compensation? Government must compensate and pay market value for your property Case Notes: Kelo vs. City of New London Connecticut; City approved plan for private development of a research facility. City initialed condemnation proceeding for the portion of the land that couldn’t be purchased.

Answer 4

If it flows naturally, a person has rights over it. A person cannot use machinery to manipulate the resource and change it to another’s side. Can use it only to touch my side not another person’s property

Answer 5

Owner of real property possesses the air above the land to a certain extent Can be sold to another for development. What does this mean? For cell towers, for development; purchase someone air rights to not block a person view in a Highrise

Answer 6

Zoning laws say how land in an area can be used: - Residential: For homes. - Commercial: For businesses. - Industrial: For factories. Zoning decides: - kind of buildings can be built (homes, shops, factories). -How big and tall buildings can be. -look of buildings (like color or design). Ex: You can’t build a factory in a neighborhood meant for homes. A variance is special permission to use land differently than the zoning rules allow. Example: Building a small shop in a neighborhood where only houses are usually allowed.

Answer 7

Goods placed into another’s possession to be returned in the future. - Bailor= owner -Bailee= possessor of the object Key Question: Did the bailee intend to take possession of the object? Types of Bailments 1. For the sole benefit of the bailor a. Slight duty of care. b. Ex: Storing my car at the friends while I am on vacation 2. Mutually beneficial. a. Reasonable duty of care. b. Ex: Renting a car 3. For the sole benefit of the bailee a. High duty of care. Ex: Borrowing a lawnmower

Answer 8

Warranty Deed: i. promises the grantee that the grantor has good ownership and the full power to convey it. ii. Buyer can sue the seller if someone else claims the land. Special/Limited Warranty Deed: i. Limits the liability of the grantor/seller ii. Does not hold the grantor liable for what happened prior to his or her ownership 1. No guarantee against title defects dating from previous owners iii. Current GA Real Estate Contracts call for a Limited Warranty Deed Quitclaim Deed: i. Makes no guarantees other than that the grantor surrenders all claim against the land.

Answer 9

Must be prior to accpetance

Answer 10

when the person accepting an offer sends their acceptance (like by mailing a letter), it becomes legally binding at that moment

Answer 11

When one is taken advantage of unfairly by a party who misuses a position of relationship or legal confidence Ex: Often arise when persons weakened by age or illness are persuaded to enter into a disadvantageous contract. People in a special relationship of power or trust may also exert undue influence c. Remedy: Contract is voidable

Answer 12

Action that compels another to do what he or she would not otherwise do Duress means force or threat of force i. Threat can be physical or economic

Answer 13

Minors cannot be bound and a contract is voidable at the minor options Exception: Contracts for necessaries (ig food, clothes, shelter, medical care)

Answer 14

Consideration is the give-and-take in a contract. Both sides must give or promise something of value How It Works: Each person gives something to the other. What is given doesn’t have to be equal in value—any exchange counts as long as it has value Key Idea: One person benefits, and the other gives something up (a detriment). Examples of Consideration: Promising to pay money. Delivering goods or doing work. Agreeing not to sue (e.g., "I won’t sue if you pay me $200 for hitting my car"). Example of Keeping an Offer Open (Option Contract): -A seller promises to hold a piece of land for a buyer for 2 weeks while they research it. The buyer gives the seller something in return (money or other value) to keep the offer open. Bottom Line: Consideration is the value each side gives to make the contract fair and binding.

Answer 15

Specfic Performance -requires the defendant to do what he/she is contractually obligated to do - Used for unique subject matter Injunction -a court order directing a party to do or to refrain from doing something Rescission -the court cancels the agreement and returns the consideration exchanged to each respective party

Answer 16

What Controls: Handwritten Typed Pre-printed Terms/Forms

Answer 17

a. Victim of a breach of contract must take reasonable steps to mitigate damages ex: If a tenant moves out early breaking his lease, the landlord must try to find someone else Mitigation= reducing or minimizing the damage

Answer 18

Deliberate actions that cause injury or harm What is Intent? Intent: the desire to being about certain results -The plaintiff has to prove that the defendant intended to perform the act that caused the harm Note: The plaintiff does not have to prove that the defendant intended to cause the exact harm suffered but only that the defendant intended the ACT that was substantially to result in harm.

Answer 19

The plaintiff cannot recover if the plaintiff: 1.had knowledge of the specific risk AND Voluntary assumed that risk

Answer 20

If a seller sells a product that is dangerously defective and someone gets hurt, the seller is automatically responsible, even if they didn’t mean to cause harm. Types of Defects: Production Defects: The product wasn’t made properly (didn’t follow the manufacturer’s own standards). Design Defects: The product was designed in a way that makes it unsafe (like not warning about dangers). Defenses to Strict Products Liability: -Assumption of the Risk: The person knew the danger and used the product anyway. -Misuse: The person used the product in a way it wasn’t meant to be used. -Note: Contributory Negligence (where the injured person also caused part of the harm) is not a defense in strict products liability.

Answer 21

False Imprisonment 1. Intentional unjustified confinement of a nonconsenting person Example: Manager blocked room with chair with employee in it, Towing company towed a car with person in car Malicious Prosecution (False Arrest) 1. Causing someone to be arrested criminally without proper grounds Example: false arrest

Answer 22

Publication of untrue statements about another that hold up that individual’s characters or reputation to ridicule a. Slander: Oral Defamation b. Libel: Written Defamation What are the defenses to Defamation? a. Truth b. Privilege communication Examples in the Business world? Claim a company has been dishonest, Claims that they can’t pay their bills Is the News Media held to the same standard? No, because of the 1st amendment when it comes to public officials unless if they publish with no regard for the truth

Answer 23

A patent is associated with an inventive act, and conveys a right to exclude others from making, using, selling or importing the covered invention -A patent is an exclusive right created by statute and conveyed by the U.S. Patent and Trademark Office (PTO) for a limited period of time Types of Patents: Utility a. function of invention b. 20 years from filing date Design a. Appearance b. 15 years from the issue date Plant a. New, variety of plants that can reproduce asexually b. 20 years from filing date

Answer 24

Conspiracy is when two or more people agree to plan or do something illegal How It Works: They knowingly plan to do something wrong and intend to make it happen. Anyone in the group can join the plan at any time. Overt Act: To make it a conspiracy, someone in the group must take an action to make the plan happen (like buying a mask for a robbery). This act is called an "overt act." Not Knowing All Details: You can be charged with conspiracy even if you don’t know all the details of the plan, as long as you are part of the agreement. ex: In Home Alone: The bad guys agree to rob the house, but there’s no conspiracy until they actually take action (like showing up at the house).

Answer 25

Unlawful taking of personal property with the intendent to deprive the rightful owner of it permanently (shoplifting) Robbery i.Larceny by violence or threat (using a gun) Burglary i. Breaking or entering with the intent to commit a felony (most common form is larceny) Embezzlement i. Entrusted someone with access to money and abuse trust for heir own personal gain

Answer 26

a. Commission of an act with the intent to obstruct or interfere with the legislative or judicial process Examples: Changing records of phone calls that show you are guilty, altering/shredding documents that show guilty, testifying falsely, tampering with evidence, lying to a police officer

Answer 27

Aimed at preventing organized crime i. You can take down the entire group at once b. Imposes criminal and civil liability -A RICO violation occurs when a person, in connection with an enterprise, engages in a pattern of racketeering activity i. must have engaged in at least 2 racketeering activities Examples of Racketeering activities: Murder, kidnapping, gambling, arson, robbery, bribery, extortion, dealing in obscene material or controlled substances, counterfeiting, mail and wire fraud, obstruction of justice, tampering with a witness, victim or informant

Answer 28

Illegal Searches and Seizures 1. Protects individuals and corporations from unreasonable searches and seizures by the government -The police must obtain a search warrant before searching a place where people have a reasonable expectation of privacy -The police must show probable cause that the search will yield evidence of a crime Expectations of privacy Private residence: Yes, needs a warrant as homes have high expectations of privacy Commercial premises: Job; Police can search without warrant as expectation of privacy is very limited Exceptions: a. Consent Searches b. Motor Vehicles Searches (in some cases); can check is evidence is in plain view c. Evidence in Plain View d. Exigent Circumstances: Circumstance where evidence is being destroyed or hidden, person is a threat to others e. Police making an arrest *At a point in the airport, you are consenting to a warrantless search *Need a warrent to search phone *can search their car if you are arresting them for the officer protection

Answer 29

-Fifth Amendment of the Constitution requires an indictment by a grand jury for felony charges -Comprised of 23 citizens a. 16 must be present to hear evidence and grant votes on cases b. At least 12 people must concur for the court to issue an indictment 3. Determines if there is probable cause 4. Serves as investigative body 5. Grand Jury proceeding are confidential Exceptions: If a witness changes their words at trial then they pull up transcripts

Answer 30

Commenced when the government files a charge called an information (written accusation by prosecutor presented in court charging the accused person of a crime) -Fine or imprisonment less than 1 year Felony: i.Commenced by a Grand Jury Indictment (met before trial and discuss if there is probable cause to go to trial) ii. Fine or Imprisonment 1 year or more

Answer 31

Differences between General Partnerships and Limited Partnerships: 1. Limited partners are not personally responsible for the debts/liabilities of the organization. 2. Limited partners are not involved in the operations of the partnership. 3. Limited partnership certificate must be filed in the county of its principal POB and additional copies in other counties/states where LPship conduct business a. What happen if this is not done/kept updated? i. Those limited partners are treated as general partners and liable Limited Partners 1. Not responsible for the debts of the business organization Unless they participate in the management or control of the organization 2. Can assign interest without dissolving the partnership General Partners 1. Personally liable for the organization’s debts 2. Manage and control the company

Answer 32

Pros: 1. Creation can be automatic but may be modified by agreement 2. Cost of formation is not significant 3. Taxed at the partner level only (entry isn’t taxed) 4. Equal voice in management unless there is a contrary agreement 5. Partnerships may operate in more than 1 state without obtaining a license 6. Partnerships are generally subject to less regulation and less government supervision than corporations. Cons: 1. Only a limited number of people can be partners. 2. Dissolved whenever a partner ceases to be a partner (withdrawal, death) a. Deal/buy out their interest then can continue 3. Each partner has an equal voice, which can lead to deadlocks 4. Personal liability and joint and several liability for all debts and liabilities. 5. Partners taxed on their share of partnership profits, whether those profits are distributed or not (could pay taxes on income you don’t see)

Answer 33

-All partners have some liability protection -All partners are considered general partners -All partners can participate in the operations of the business -LLP partners are still liable for their individual negligence -Taxed at the partner level Commonly used by professionals (attorneys, accountants, doctors)

Answer 34

Closely held: Organizations owned by only a few persons Ex: Family-owned and family-operated business Publicly held: Businesses owned by hundreds or thousands of persons Ex: Business whose stock is traded on a public exchange

Answer 35

i. Shareholders ii. Board of Directors  Elected iii. Officers  appointed by BOD

Answer 36

Regulations have the force and effect of law -Must allow time for public comment after proposing regulation Guidelines -Issued to supplement rules and regulations -Administrative interpretations of statutes -Are advisory but do not have the force and effect of law

Answer 37

EExhaustion of remedies: Before going to court about a decision made by an administrative agency (like a government department), you usually have to first use all the options provided by that agency to fix the problem. Courts won’t step in until you’ve tried everything the agency offers. Primary jurisdiction: If someone files a case in court, but the issue is something an administrative agency is better equipped to handle (because they’re experts in that area), the court will pause the case and let the agency handle it first.

Answer 38

Cease and Desist Order– order that the violator must stop objectionable activity and refrain from any further violation Consent Order – order entered by the agency that is agreed upon by the accused and requires the accused to waive rights to judicial review

Answer 39

do the job of finding and deciding the facts

Answer 40

Specificity Expertise Protection Regulation Services

Answer 41

Executive Power: 1.Enforcing law and regulations 2.investigate, prosecute, give advice, and oversee things Quasi-legislative: 1. Making Rules and regulations Quasi-judicial: 1. They decide if someone broke a law or rule. 2. They settle disputes.

Answer 42

Interpreting Ambiguous Laws: Before: Courts relied on the Chevron case, which said that if a law was unclear, agencies could decide what it meant, and courts would generally accept the agency’s interpretation if it was reasonable. Now: In Loper Bright Enterprises v. Raimondo (June 28, 2024), the Supreme Court overruled Chevron. Courts now decide how to interpret unclear laws themselves, without deferring to agencies.

Answer 43

Insiders include people like company officers, directors, employees, or anyone in a trusted relationship with the company. What is it? Insider trading is illegal and considered fraud under the law (Section 10b-5). It happens when someone uses secret, important information (not available to the public) to buy or sell stocks, taking advantage of their special connection to the company.

Answer 44

(a person who learned nonpublic information from an insider) Tippees can be guilty, but only if: The insider ("tipper") broke their duty of trust by sharing the info. The tippee knew or should have known that the tipper was breaking this duty

Answer 45

Classical Theory of Insider Trading 1. Committed by individuals inside a company ex: An employee director or officer of the company Ex: Employees, directors, or trusted professionals (like lawyers) use secret company information to trade stocks for personal gain. Misappropriation Theory 1. Committed by individuals outisde a company Ex: An outsider (like a consultant or a friend) gets access to secret company information from a source and uses it to trade stocks. This is considered fraud because they break the trust of the source who shared the information.

Answer 46

Requires company insiders to return to the company any profits made from the purchase and sale of company stock if BOTH transactions occur within a 6 month period a. Based on the assumption that insiders have material, non-public info during this period b. As such, any trades during this period are per se illegal (regardless of the insiders state of mind).

Answer 47

What are they? State laws that protect people from buying fake or risky stocks and bonds without enough information. Who do they cover? These laws apply to both securities regulated by federal law and those that are exempt from it Uniform Securities Act (1956): A model law that states can use to create their own Blue Sky Laws. Types of Registration (ways to get approval to sell securities): -Notification: The company can sell securities automatically after a waiting period unless the state stops it. -Qualification: The company must provide detailed information and wait for the state to approve before selling. -Coordination: If registered with the SEC, state approval happens when federal approval does.

Answer 48

SOX: To make sure public companies provide accurate and trustworthy financial reports. Who Does It Cover? All U.S. public companies and international companies registered with the SEC. Gave the SEC more power to oversee companies and hold them accountable. Primary Goal: Corporate accountability Target Audience: Public companies and auditors Focus: Internal controls and reporting Response to Corporate fraud scandals Dodd-Frank: Purpose: Created after the 2007-2008 financial crisis to prevent future crises and reform the financial system. Key Rules for Big Banks: Introduced stricter rules like stress tests and liquidity requirements to ensure big financial institutions stay stable -New Agencies Created: Consumer Financial Protection Bureau (CFPB): Protects consumers from unfair financial practices. Financial Stability Oversight Council (FSOC): Monitors risks to the financial system. Federal Insurance Office (FIO): Oversees insurance industry issues. Office of Housing Counseling (HUD): Supports homebuyer education. Office of Credit Ratings (SEC): Regulates credit rating agencies. Investment Advisory Committee (SEC): Advises on investment policies. Office of Investor Advocate (SEC): Helps protect investors Primary Goal: Financial system stability Targe: Financial institutions, consumers Focus: Systemic risk and consumer rights Response to Financial crisis

Answer 49

is a legal standard used to determine whether a transaction qualifies as an investment contract Must meet these elements: 1. An investment of money 2. In a common business activity 3. With a reasonable expectation of profit 4. Based on the efforts of someone other than the investor

Answer 50

MSFT 5K @ 61.25 1.35 i.Ticker Symbol ii. Shares Traded iii. Price Traded iv. Change Direction v. Change Amount

Answer 51

i. Issuer – individual or business offering a security for sale to the public ii. Underwriter – anyone who participates in the original distribution of securities by selling securities for the issuer or guaranteeing their sale Example: Investment Bank, Securities Brokerage Firm iii. Controlling Person – is one who controls or has significant influence over the issuer’s management and policies 1. Example: Major stockholder of a corporation iv. Seller – anyone who contracts with a purchaser or who is a motivating influence that causes the purchase transaction to occur

Answer 52

The 1933 Act focuses on new securities and ensuring transparency at the time of sale. The 1934 Act regulates the ongoing trading of securities and ensures fair and orderly markets.

Answer 53

Defense for experts -Must prove: i. A reasonable investigation of the financial statements of the issuer & controlling persons was conducted, AND ii.as a result of that investigation an expert exercising due diligence must prove that there was no reason to believe any of the information in the registration statement or prospectus was false or misleading

Answer 54

a. Purchaser must bring action within certain timeframe b. Basic period is 1 year i. 1 year does not start to run until the discovery of the untrue statement or omission OR it does not start to run until the time such discovery would have been made with reasonable diligence c. In no event may a suit be brought more than 3 years after the sale d. Also a defense to criminal liability

Answer 55

Care of an immediate family member (a spouse, minor child, or a parent) with a serious health condition but DOENS'T APPLY to IN LAWS Applies to: i. Employers who employ 50 or more employees Eligible employees: i. Worked for a minimum of 12 months for the employer

Answer 56

Employee’s sole remedy for workplace injury shall be be worker’s compensation

Answer 57

General Rule: Employers may discharge emplyees withour cause at any time and without notice i.Typically applies to private sector ii. Most government jobs can only fire somone for cause and provide notice they plan to terminate you - All states in the US expcept Montana, recognizies the “at-will” emplyement doctrine Exceptions: Violation of Statues -Government jobs say whether you can or cannot fire somone without cause Contrctual Rights -Hired based on contract for period of time and employer is required to honor that contract Public Policy -Employer is not allowed to fire you if you are going to do jury duty -Employer trying to get rid of you because you filed a claim with the EEOC

Answer 58

History: employees could sue their employers for negligence ii. Employer could defend based on: 1. Assumption of the risk 2. Contributory Negligence 3. Fellow-servant rule -In 1855, Georgia and Alabama passed Employer Liability Acts. -By 1949, every state had a workers’ compensation program. Workers Compensation i.Purpose: Protect employees and their families from the risks of accidental injury or death resulting from employment Applies to: injuries that are taking place in the course of emplyment

Answer 59

Minimum wage = $7.25 per hour No, minimum wage is not the same in all states because cost of living is different in every state Minimum wage for tipped workers = $2.13 -Amount of tips plus that $2.13 must reach at least $7.25 per hour; if not employer must pay the difference Overtime = 1.5x regular rate of pay for every hour over 40 hours EXEMPT EMPLOYEES = Executive administration, managers, professional positions, highly compensated employees -Minimum age = 14 -Limits on hours for minors unde 16  -Break time? Under Fair Labor Standards Act you are not entitled to take a break or meal time to workers Exception: nursing mom for 1 year after birth and employer must provide a private space to nurse or pump and bathroom doesn’t satisy a space to nurse Emplyers required to pay whichever minimum wage is higher (state or federal)

Answer 60

Requires employers to provide reasonable accommodations: Adjusting a job or work environment to fit the needs of disabled employees

Answer 61

Back Pay: Refers to wages or benefits that an employee should have received but did not due to unlawful actions (like wrongful termination, discrimination, or other employment violations). Example: If an employee was wrongfully fired and it took a year for them to be reinstated, they could be awarded back pay for the year they were out of work. Front Pay: Refers to compensation for future lost wages and benefits that the employee might lose due to the unlawful action. Example: If an employee is wrongfully terminated and cannot return to their previous position, they may be awarded front pay to cover lost wages for a certain time while they look for a new job. In short, back pay is for past lost wages, and front pay is for future lost wages.

Answer 62

Quid Pro Quo In quid pro quo cases, the employee has been promised benefits or threatened with loss if she or he does not give sexual favors to a supervisor Ex: legally blonde Hostile Work Environment -In hostile work environment cases, co-workers make offensive sexual comments or prepositions, make offensive remarks about a person’s sex, engage in suggestive touching, show nude pictures or draw sexual graffiti

Answer 63

Reasonable accommodation to religious needs of employees must be accepted by employers Ex: days off on certain religious holidays, prayer time

Answer 64

Only after a job offer has been extended, can the employer condition employment on the employee’s response to job related medical questions

Answer 65

those with a disability who with or without a reasonable accommodation, can perform the essential functions of a particular job position.

Answer 66

Prohibits job discrimination based on race, color, religion, sex, or national origin

Answer 67

Disparate Treatment: employer intentionally discriminates Employer Defense? Bona fide occupational qualification (BFOQ) relating to religion, sex, or national origin -Church looking for a Baptist pastor and only hires a Baptist pastor Disparate Impact: Unintentional Employer’s policy, practices, or procedures are unbiased but end in a disproportionate impact on a protected class Employer Defense? The challenged employment practice is job-related and consistent with business necessity

Answer 68

a. Prohibits job discrimination based on race, color, religion, sex, or national origin b. Applies to employers with 15 or more employees -Includes both public and private employers

Answer 69

RULE: Employment agencies are prohibited from either failing to refer or from actually referring an individual for employment on the basis of race, color, religion, sex, or national origin -The above rule differs from the law binding employers, where it is unlawful only to fail or refuse to hire on discriminatory grounds. -The affirmative act of hiring for a discriminatory reason is apparent not illegal for employers

Answer 70

a. Prohibits employment discrimination against employees aged 40 and above b. Applies to both private and public employers with 20 or more employees c. Prohibits forced retirement d. Does NOT apply to executives or true occupational limitations (police officers, pilots) - CEO is 65 or older and is entailed to annual retirement benefits of $44,000 a year, then we can force them to retire Employer Defense: Employer must establish that a reasonable factor other than age accounted for the discriminatory impact Ex: as a pilot; sight is a reasonable factor other than age to say you cannot work; safety concern for passengers EX: a private company with 25 employees, fired a 22 year old employee because they believe 22 year olds are lazy despite the employee’s previous track record  This is NOT a VIOLATION of the age discrimination act since is applies to employees 40 and above