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Legal
for bus5000
| Term | Definition |
|---|---|
| Law can be defined as | a body of rules of conduct of binding legal force that, if broken, subjects a party to criminal punishment or civil liability |
| Public Law relates to | the ability of society to take action against those whose actions are considered to be against the law |
| Private Law relates to | the ability of individuals to initiate action against others (to sue one another) |
| Law is made by | legislatures (statutes), by court decisions (common law), and by administrative agencies (regulations). |
| No local, state, or federal law can contradict the provisions of | the U.S. Constitution. |
| Laws created by legislative bodies at all levels are known as | statutes. |
| Judicial decisions create | case law. |
| The opinions of courts, taken together, creates | common law. |
| Courts make decisions based on | precedent. |
| If there is no precedent to guide the resolution of a case, it is said to be a | case of first impression. |
| Civil law refers to | the rights and responsibilities between individuals, between individuals and entities, and between individuals and the government. |
| Criminal law defines | the actions and consequences of causing harm to others or to society. |
| Substantive laws are those that are | fundamental to the smooth functioning of any society. These include fundamental rights. Some countries have a set of fundamental duties as well. |
| Procedural laws provide | the process by which the substantive law is applied. For example, rules for filing lawsuits, acquiring counsel, or responding to appeals are all procedural law. |
| Natural law views law as | being enshrined in universal moral and ethical principles. |
| Positivist law | holds law to be the ultimate will of the state that applies only to the people of a country at a given point in time. |
| Historical law looks | at precedent. |
| Legal realism posits that | law derives from social interests, economic conditions, and public policy. |
| stare decisis | law, as made by judges, follows precedent. |
| To solve a legal issue, three pieces of information are needed | What law applies in this situation (statutes, cases, regulations, et al.). What the relevant facts are in this situation (what facts make a difference in the analysis). How the law applies to these facts (are the elements of the claim met). |
| A conclusion arrived at through deductive reasoning is | certain |
| A conclusion arrived at through inductive reasoning is | probable |
| statistical syllogism | The first coin drawn from a bag is a quarter. The second coin drawn is a quarter. A third coin drawn is a quarter. Therefore, all the coins in the bag are quarters. |
| Contract Law– | the law to protect intellectual property, laws that establish incentives for investment, and laws that provide for equal opportunities can all be considered at this level. |
| Michael Porter popularized | the value chain concept as a set of primary and support activities |
| Procurement, besides following the mirror-images of marketing in terms of ethical practices, needs to comply with the provisions of the | Foreign Corruption Practices Act. |
| Price Discrimination–The Clayton Act of 1914 and the Robinson-Patman Act of 1936 are aimed at preventing | price discrimination–the practice of charging different prices for the same product or service in different markets or to different customers. |
| Alternate Dispute Resolution (ADR) mechanisms | Negotiation Mediation Arbitration Med-Arb and Arb-Med Mini-trials Summary Jury Trials |
| Tort refers to | a wrongful act or an infringement of a right (other than under a contract) leading to civil liability. |
| The Law of Torts allows | individuals who have suffered due to a tort to be compensated |
| Strict Liability | holds the manufacturer or designer liable for damages caused by a product or service without the plaintiff having to prove negligence on the part of the designer or manufacturer, because the product or service is inherently dangerous. |
| Power of acceptance refers to | the right of a person or persons receiving the offer to accept the offer and thus create a binding contract. |
| The acceptance is legally valid when it is deposited with the U.S. Postal Service. This is called | “The Mailbox Rule.” |
| Contracts that are contrary to established law or public policy are | void |
| usury statutes place a limit on the interest that can be charged on | loans |
| Promissory estoppel | There was a promise. The aggrieved party was justified in relying on the promise. The consequences were foreseeable, and The aggrieved party suffered an injustice. |
| occurs when a provision that is sought to be enforced is buried inside a large document and couched in language that a reasonable person cannot understand. | Surprise |
| Common Law–That is, the law created by | the courts as a judicial process |
| Compensatory damages refer to | the economic losses suffered by one party as a result of the other party reneging on the contract. |
| Consequential damages refer to | the losses suffered as a foreseeable result of the breach of a contract. |
| The objective of reliance damages is | to compensate the non-breaching party for any expenses incurred in anticipation of the contract being fulfilled. |
| Reliance damages seek to | quantify the loss sustained by one party. |
| restitution seeks to | quantify the gain accrued to the other party. |
| components of a contract | agreement, consideration, capacity, legal purpose |
| A promise is made by Party A and relied on Party B. Party B is justifiable in relying on the promise and makes decisions based upon its fulfillment. Party A then revokes the promise and Party B suffers from damages. This is an example of _______________ | promissory estoppel |
| A __________ of contract occurs when either party fails to perform the obligations specified in the contract, resulting in potential monetary damages for the other party. | breach |
| a society that believes in empowering everyone to reach their potential would expect us to be honest, truthful, helpful, compassionate, law abiding, and to have empathy. These can be called | instrumental values. |
| What do we want to achieve in life? | terminal values |
| Michael Josephson has delineated | ten common ethical hazards–warning signs that an organization is crossing the line |
| ten common ethical hazards | Legal and permissible Necessary Part of my work For a good cause Benefitting me personally Fighting fire with fire Harmless Being done by everyone Devoid of a selfish motive Common sense |
| in a sole proprietorship | one individual owns all the assets and is responsible for all liabilities–debt, contracts, and tort liabilities |
| General Partnership | Two or more persons agree to invest their money, time, and skills in a business, and to share the profits/losses. Essentially, a GP is sole proprietorship with multiple proprietors |
| Joint Venture | A one-time partnership between two or more persons for a specific purpose. |
| Limited Liability Partnership (LLP) | is designed primarily for groups of professionals such as consultants, lawyers, and accountants. |
| Limited Partnership (LP) | has general partners and limited partners. General partners have the same rights and responsibilities as in a general partnership and operate the business day-to-day. Limited partners do not participate in the management of the business. |
| Limited Liability Companies (LLC) | combines the advantage of a pass-through entity (from a tax perspective) with the limited liability concept of a corporation. The owners of an LLC are referred to as members. The rights and obligations of members are outlined in the operating agreement. |
| Corporations | An organization that is a legal entity distinct from its owners. |
| S Corporation | is treated as a pass-through entity, The corporation is not taxed on its income. Shareholders pay tax on their prorated share of the income. |
| Close Corporations | is one that has a small number of shareholders, typically no more than thirty; is treated more like a partnership; and is able to avoid some of the more cumbersome formalities of traditional large corporations. |
| Closely Held Corporations | may have any number of shareholders.Its important characteristic is that its shares are not traded on the stock market. |
| The state in which a corporation is incorporated is called | the corporate domicile. |
| Incorporation refers to | the process through which a corporation is formed. |
| If an incorporation is done correctly, | a de jure corporation is formed. |
| Where substantial compliance is missing, a court may treat the corporation as____, that is, a corporation in fact although not one in law. | de facto |
| Suppose an entity is neither de jure nor de facto. It may be a | corporation by estoppel. |
| Under certain conditions, courts may override this principle and hold the shareholders personally liable for claims against the corporation. This concept is known as | piercing the corporate veil. |
| Alter Ego Theory | –when the owners of a corporation have so mixed up the affairs of the corporation with their own, the corporation may not exist as a distinct entity. Indeed, it may be treated as an alter ego of the owners. |
| Undercapitalization– | suppose a corporation deliberately lacks adequate capital to meet its obligations. Such undercapitalization may be treated as a fraud on the public or society. |
| Directors can be officers, in which case they are called | internal or executive directors. |
| Directors who are not officers are called | external directors. |
| independent directors. | These are experts from different domains who are expected to protect the interests of shareholders. Many of the leading companies have as much as 50% of their board comprised of independent directors. |
| Duty of care | requires directors and officers to arrive at decisions based on accurate information and sound reasoning. There is no scope for impulsive decisions. |
| Duty of loyalty | requires directors and officers to place the best interests of the corporation ahead of their own. Thus, any act that is selfish in nature would be contrary to the duty of loyalty. |
| The business judgement rule | assumes that the directors acted in good faith and in the best interest of the corporation when making a decision. |
| directors and officers should not use any business opportunity to further their own interests. This is called | the corporate opportunity doctrine. |
| poison pills | terms that make the company’s stock more expensive or the purchase of the company less attractive, in an attempt to protect against uninvited “hostile” takeovers. |
| __________________ refers to the process through which a corporation is formed. | incorporation |
| Corporate control is distributed among. | shareholders, officers, directors (NOT managers) |
| The trend of organizations that think globally but act locally has been called | “glocal.” |
| More than a third of the world’s population is in one continent– | Asia. |
| Public International Law refers to | the treaties, agreements, and protocols agreed to between the governments of different countries. These could be bi-lateral (between two countries) or multi-lateral (between several countries). |
| Private International Law refers to | the local law in the host country and how those will govern agreements entered into between organizations in different countries. Private international law has to be aligned to public international law in so far as the countries involved are concerned. |
| Agreements between countries are referred to as | conventions, covenants, protocols, charters, exchange of notes, treaties, pacts, compacts, and modus vivendi (manner of living or practical compromise) |
| contained in treaties | preamble, substance, ratification, signatures |
| The U.S. Supreme Court has ruled that U.S. treaties are superior to | state law. |
| Acts of Congress are ____ to a treaty. | equivalent |
| Discovery is designed to prevent ______where one party does not learn about the other party’s evidence or witnesses until the trial, when there is no time to obtain answering evidence. | “trial by ambush,” |
| CISG | applies uniform legal rules to govern international commercial contracts and outlines the rights and obligations of both the buyer and the seller. applies to all international contracts for the sale of goods between businesses |
| The U.N. Convention on the Recognition and Enforcement of Foreign Arbitral Awards (the New York Convention) binds the ratifying countries to: | Force arbitration when the parties to a contract have so agreed Enforce the award of the arbitrator. |
| Intellectual property includes | trademarks, patents, brand names, copyrights, and tacit knowledge. |
| In international trade, patents are governed by | the World Intellectual Property Organization (WIPO), the International Convention for the Protection of Intellectual Property, and the European Patent Organization (EPO) |
| Trademarks are protected by virtue of the | Madrid Agreement of 1981, the General American Convention for Trademark and Commercial Protection, and on a bilateral basis between countries through commerce and navigation treaties. |
| Copyrights are protected by the | Berne Convention and the Universal Copyright Convention. |
| Empirical studies show that higher rates of taxation invariably lead to | tax evasion and re-location of funds to tax havens. |
| A number of large global corporations have relocated their headquarters to tax havens depriving their home countries of tax revenues. This process is called | inversion |
| National Tax Jurisdiction | requires U.S. citizens and residents to pay tax to the U.S. government irrespective of where the income is earned. Thus, U.S. citizens and residents working and living abroad have to comply with U.S. laws. Also called citizenship-based taxation |
| In the U.S., the Foreign Corrupt Practices Act (FCPA) prohibits | making payments to foreign government entities in anticipation of special treatment. |
| Congress has passed the FCPA outlawing “bribery” but not | “grease” (facilitation) payments. |
| NAFTA (North American Free Trade Agreement) aims to | gradually eliminate all trade barriers between the U.S., Canada, and Mexico. |
| The U.S. is a participant in the | World Trade Organization (WTO) which came into existence in 1995 as the successor to the General Agreement on Tariffs and Trade (GATT). |
| National Treatment requires member countries | not to discriminate against imports in favor of similar products or services that are provided domestically. |
| A letter of credit is | a document issued by a recognized financial institution (such as a bank) agreeing to pay the beneficiary a specified amount upon submission of certain documents. |
| Licensing: | A firm in the host country manufactures goods under license to a company that is paid royalties on the sales. |
| Wholly-owned subsidiaries: | The firm invests 100% of the funds required in the host country. |
| Trademarks, patents, brand names, copyrights, and tacit knowledge are forms of _________________ | intellectual property |
| Requires citizens/residents to pay tax to the government regardless of where it was earned | National Tax Jurisdiction |
| second choice | Expatriates are exempt from their home country’s taxes |
| a ___ corporation is owned by a limited number of shareholders | close (w) |
| in the U.S., a large number of corporations are incorporated in the state of | delaware (w) |
| a ___ is a one-time partnership between two or more persons for a specific purpose | joint venture (r) |
| in an lp, day-to-day operations are managed by the ___ partner | general (w) |
| ___ occurs when a provision that is sought to be enforced is buried inside a large document and couched in language that a reasonable person cannot understand | surprise (w) |
| ____damages are losses from a potential breach that are quantified and written into the contract | liquidated (w) |
| the objective of ___ damages is to compensate the non-breaching party for any expenses incurred in anticipation of the contract being fulfilled | reliance (w) |
| contracts that are contrary to established law or public policy are___ | void (r) |
| a conclusion arrived at through deductive reasoning is __ | certain (w) |
| law that provides remedies when one individual injures another is the law of ___ | torts (w) |
| a conclusion arrived at through inductive reasoning is ___ | probable (r) |
| the value chain concept views the organization as a set of __ and __ activities | primary, support (w) |
| international arbitration awards will be enforced by the ___convention | new york (w) |
| re-location of a firm's headquarters to another country to gain the benefits of a lower tax is called ___ | inversion (w) |
| what we want to achieve in life can be called ___ values | terminal (w) |
| values such as honesty, compassion, and empathy that society develops over time are called ___ values | instrumental (w) |
Created by:
bitchalaureateofscience
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