...CHAPTER 16 T (T or F) After an assignment, only the assignee has a right to the obligor's performance. T (T or F) The person who makes an assignment is the assignor. F (T or F) A gratuitous assignment is always revocable. F (T or F) Consideration is required in order to have a valid assignment. T (T or F) The general rule is that an assignee stands in the shoes of the assignor. He acquires the rights of the assignor but no new or additional rights. F (T or F) Arthur enters into a contract with Bob as a result of Bob's fraud in the inducement. Under the contract, Bob has the right to the payment of $100. Bob assigns the right to the $100 to Carl. Arthur may not assert the defense of fraud in the inducement to avoid paying Carl the $100. T (T or F) A gratuitous assignment is generally valid and enforceable. T (T or F) The delegation of a duty still leaves the delegator responsible for the performance of the duty. T (T or F) An incidental beneficiary has no right to enforce a contract. T (T or F) An intended donee beneficiary may enforce the contract only against the promisor. T (T or F) In some states, the vesting of a third party's rights occurs only when the third party learns of the contract and assents to it. T (T or F) Some states have statutes which prohibit an employee from assigning his future wages. F (T or F) A valid assignment requires that notice be given to the obligor. F (T...
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...Other Concepts 2 B.) Agency and Partnership Law 2 II.) INTRODUCTION TO THE CORPORATE FORM 16 A.) Formation and Structure 16 B.) Debt, Equity, and Valuation 22 III.) CONTROL OF CORPORATE DECISIONS 32 A.) The Role of the Shareholder 32 B.) Management Obligations 50 1.) Duty of Care 51 2.) Duty of Loyalty 56 3.) Duty of Fairness: Parent-Subsidiary Relationships 63 4.) Duty of Good Faith 64 5.) Management Obligations Under Federal Securities Laws 67 C.) Shareholder Litigation 76 IV.) Structural Changes 85 A.) Transactions in Control 85 B.) Mergers and Acquisitions 86 1.) Mergers 87 2.) Sale of Assets 93 3.) Asset Purchase or Tender Offer 94 C.) Public Control Contests 96 1.) The Poison Pill 100 2.) Enhanced Review When Business is Up for Sale 103 3.) Proxy Contests for Corporate Control 106 4.) Protecting the Deal: Shareholder Lockup Agreements 109 I.) INTRODUCTORY PRINCIPLES • Definitions o Corporate Law: The allocation of rights and power within a corporation; the internal body of law ▪ Addresses the creation of economic wealth through the facilitation of voluntary, ongoing collective action ▪ Flexible- expectation that market discipline will weed out what is not working ▪ Principle aim- reduce agency costs of all sorts o Securities Law: Regulates capital markets that corporations use to obtain funding o Firm: A form of business relation that has a temporal dimension, a...
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...somebody etc. Sale of Goods Act - condition and warranties. Consumer protection - Basic Overview of Procurement forms Sarah Mamoser Procurement - when company goes and buys smth; not legal obligation to procur. Tendering cases - construction projects; Contract A procurement stage contract forms when materially compliant bid is submitted there can be multiple Contract A if the owner receives multiple compliant bids -act in good faith (can’t use undisclosed material) -they must accept the lowest qualified bid - can use privilege clause (the owner has privilege to not accept the lowest bid) Various forms in procurement: (request for expression of interest (RFEOI) Request for proposal - now frequently for construction law (RFP) - owner choose to cancel RFP anytime (e.g. too expensive etc). RFP less risk, but less certainty, b/e it’s not bound by a contract. Tenders/Request for quotation (RFQ) - process set out to be TRANSPARENT - be in trouble if say we wanted to choose u, but it was too expensive. How damages determined - Expectation damages - difference between price to do the work, and the price between.... Procurement process - procedures fair and transparent. Things u want to do when working with the lawyer: Consider objectives and expectations, be prepared to talk about what ur concerns, what needs to be done. Giving instructions - agreement, letter. Learn risk factors. Raise concerns. Deadline(timeliness). - budget concerns. Wherever...
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...Restaurant/Bar Business Opening a sports bar and restaurant will take an extreme amount of work for Lou and Jose. Because they do not have much money, they are bringing in Miriam to help with the finances. All three individuals will be partners in the business and will have a partnership agreement. A Partnership is defined by the Indian Partnership Act, 1932, as ‘the relation between persons who have agreed to share profits of the business carried on by all or any of them acting for all’ (Definition, 2010). Even though all three individuals will be partners in the sports bar, only Lou and Jose will have main control. This is because Miriam is only investing money in return for a profit. All three individuals will have liability issues in the business because all three individuals have something to lose. Lou and Jose will have the most to lose because both of them are the main controllers in the business. In order for the sports bar to open they first need to obtain a liquor license and a license to sell food on the premises. They will have to meet and pass all requirements set forth from their local Health Department. They will need to have both of the licenses in clear view for all patrons to see. They will also have to go to a food handling class as well as an alcohol management class. All employees that they hire will also have to attend and pass these classes before being able to work in the sports bar. Lou and Jose will also have to hire security to protect them from...
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... Quick Takes Video is arguing the nature of the contract because Janet did not know she was signing the contract, it was verbally expressed as a trial offer, and the product did not perform. This was the legal course for the company until Karen brought up the fact that neither she nor Hal had entered into a lease. Janet did not have the authority. This brings up the legal issue of agency. Did Janet have the authority to act as an agent and sign into a lease for the partners? Was she acting as an agent of Hal’s when she signed the lease agreement? In the text book Business Law: The Ethical, Global, and E-Commerce Environment the authors collaborate and describe the creation of an agency relationship. “An agency is created by the manifested agreement of two parties that one party (the agent) will act for the benefit of the other (the principle) under the principles direction. As the term manifested suggest, the test for an agency’s...
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... Law, Ethics, and Corporate Governance LEG500009016*201102 January 29, 2011 Explain if it matters that a parent literally had nothing to do with a biological child in order for the child to take advantage of the Family and Medical Leave Act (FMLA) to care for that parent. The Family and Medical Leave Act of 1993 (hereinafter FMLA) provides an ethical basis for human resource decisions involving conflicts between an employer’s interest in having an employee at work to pursue the organization’s needs and an employee’s need to be away from work to attend to serious family needs that include the serious health condition of the employee, a family member, or the addition of a new child to the employee’s family. If that child resides in the home of the caregiver such as that parent is providing care or guardianship even if that child is not their biological child, then yes, they would be entitled to the Family and Medical Leave Act to care for that child. They would have to show proof of court documents stating that they are the legal guardian of the child. The FMLA encourages employers to view employees who adopt children or act as foster parents of children as parents with equal rights to leave as employees who are biological parents. Explain whether the size of the business can have any effect on whether Tony is eligible for family leave under the FMLA. Herman at Rally Motors owns a small business car dealership...
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...ASSIGNMENT #2 – FAMILY RELATED ISSUES LEGAL 500 Explain if it matters that a parent literally had nothing to do with a biological child in order for the child to take advantage of the Family and Medical Leave Act (FMLA) to care for that parent. The Family and Medical Leave Act (FMLA) provides an entitlement of up to 12 weeks of job-protected, unpaid leave during any 12-month period to eligible, covered employees for the following reasons: 1) birth and care of the eligible employee's child, or placement for adoption or foster care of a child with the employee; 2) care of an immediate family member (spouse, child, parent) who has a serious health condition; or 3) care of the employee's own serious health condition. It also requires that employee's group health benefits be maintained during the leave. The FMLA is administered by the Employment Standards Administration's Wage and Hour Division within the U.S. Department of Labor. Application of the FMLA can also be impacted by the Uniformed Services Employment and Reemployment Rights Act (USERRA), Consolidated Omnibus Budget Reconciliation Act of 1986 (COBRA), the Americans with Disabilities Act of 1990 (ADA), or the Health Insurance Portability and Accountability Act (HIPAA). Parents not literally caring for the biological child has no resolve as to whether the child should be granted leave to care for the biological parent. Family and Medical Leave Act (FMLA) do not place stipulations on granting leave for a parent based...
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...1) Explain if it matters that a parent literally had nothing to do with a biological child in order for the child to take advantage of the Family and Medical Leave Act (FMLA) to care for that parent. It does not matter if the parent literally had nothing to do with a biological child in order for the child to take advantage of the Family and Medical Leave Act (FMLA) to care for that parent. The FMLA does not specify whether or not the member of your family had to be active in the employee’s life as a child or not. What is clarified in the Family Medical Leave Act (FMLA) is that it must be for the care of an immediate family member (spouse, child or parent) who has a serious health condition (www.osrllg.com). In this case this is Tony’s biological father; the discrepancy was that he wasn’t a part of Tony’s life when he was growing up. Tony’s father is still considered his biological father whether he played a part in rearing Tony or not. If this was Tony’s stepfather or uncle it may still be considered immediate family, it’s up to the employer to decide on who’s considered immediate or not. An employee’s spouse, children (son or daughter), and parents are immediate family members for purposes of FMLA (www.fmlaonline.com). There have been cases where an employee has been approved for FMLA to take care of aunts, uncles and god parents and children if they have power of attorney or if they are considered a guardian. In order to get FMLA approved for someone that is not considered...
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...as it is the employee's parent then they are able to use FMLA. The type of relationship or lack thereof between a child and their biological parent has no bearing on whether an employee is eligible for FMLA. An employee can ask to use FMLA to care for a family member (whether they had nothing to do with them), for their own physical or mental health care and after the birth or adoption of a child. The Family and Medical Leave Act (FMLA) provides an entitlement of up to 12 weeks of job protected and unpaid leave during any 12 month period to eligible covered employees and employers must grant eligible employees this right. Explain whether the size of the business can have any effect on whether Tony is eligible for Family Leave under the FMLA. Yes, but not in the way Herman describes. Herman is trying to use business necessity as a reason to keep Tony from taking a family leave to help his ill father. The Family and Medical Leave Act (FMLA) applies to a company if there are over 50 employees within 75 miles of the worksite, and at least 50 of the employees’ work 20 or more work a week in a current or preceding calendar year. If a company is a public agency, the employers are subject to provide FMLA regardless of the number of employees employed. All schools, private or public, are considered public agencies. Therefore, due to these facts, Tony is eligible for The Family and Medical Leave Act (FMLA) because in the video, it mentioned that the small...
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...person is still the parent. “The Family and Medical Leave Act (FMLA) were signed into law in 1993 as a means of addressing the changing needs of workers' family responsibilities. Under the law, anyone who works in a company that employs 50 or more people can take up to 12 weeks of medical leave per year without threat of losing his or her job. FMLA covers both pregnancy and ADOPTION, as well as caring for a seriously ill relative. It also covers the individual employee's own serious illnesses.” (enotes, 2011). “Simply stated, FMLA guarantees employees that they can take up to 12 weeks of either family leave (to handle adoption proceedings, for example) or medical leave (to take care of a recuperating parent) per year. Anyone who has worked for an employer for at least 1,250 hours and 12 months is entitled to leave under FMLA. Employees can take both family and medical leave during the year, but the total amount of time cannot exceed 12 weeks. If an employee requesting leave under FMLA has accrued sick time and vacation time, the employer can require that this time be included in the 12–week leave. In other words, if an employee has two weeks of paid vacation time accrued, he or she cannot automatically take those two weeks and an additional 12 weeks; the employer can be generous and allow that but is not obligated to do so.” (enotes, 2011). Explain whether the size of the business can have any effect on whether Tony is eligible for family leave under the FMLA?...
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...ASSIGNMENT # 2- FAMILY RELATED ISSUES LEG 500- LAW, ETHIC, AND CORPORATE GOVERNANCE DRA NEKIA HACKWORTH KARLA ZALDANA JAN 30, 2012 INTRODUCTION The FMLA entitles eligible employees of covered employers to take unpaid, job-protected leave of specified family and medical reasons with continuation of group health insurance coverage under the same terms and conditions as if the employee had no taken leave. Eligible employees are entitled to: Twelve workweeks of leave in a 12-month period for: • The birth of a child and to care for the newborn child within one year of birth • The placement with the employee of a child for adoption or foster care and to care for the newly placed child within one year of placement; • To care for the employee’s spouse, child, or parent who has a serious health condition. • A serious health condition that makes the employee unable to perform the essential functions of his or her job. • Any qualifying exigency arising out of the fact that the employee’s spouse, son, daughter, or parent is covered military member on “covered active duty;” Twenty six workweeks of leave during a single 12 month period to care for a covered service member with a serious injury or illness if the eligible employee is the service member’s spouse, son, daughter, parent, or next of kin (military caregiver leave) • 1. Explain if it matters that a parent...
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...refers to a form of organization owned by a single individual. In this business, a single person makes all the decisions and does not have to engage a legal department to approve contracts. The owner of such a business can only use personal funds even though he or she may have separate checking and savings accounts for the business. The first characteristic of this form of business enterprise is liability. A sole proprietor suffers from unlimited liability. The owner becomes liable personally for all the obligations and debts of the business. The second characteristic is income taxes. Businesses pay federal income tax just like individuals. In a sole proprietorship, the owner pays income tax only once on the business income, which he or she reports on their personal income form. The third characteristic is control. In a sole proprietorship, the owner makes all the decisions concerning the business. In this business, the owner does not have to grant control to other people. The fourth characteristic is profit retention. If a sole proprietorship makes profits, the money belongs exclusively to the owner. The reason is that the owner and the business are one. The fifth is location. The owner can move or expand the business to a different state without consulting anybody. This is because the owner is the sole decision maker. The sixth characteristic is convenience or burden. The owner makes sure that the business complies with all meeting, reporting, and other regulatory requirements...
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...ASSIGNMENT #2 – FAMILY RELATED ISSUES ALICE F. EDDINGTON PROFESSOR RHONDA J. WILLIAMS EVANS LAW, ETHICS, AND GOVERANCE LEG 500 JANUARY 26, 2012 Family and Medical Leave Act (FMLA) What is the Family and Medical Leave Act (FMLA)? It is an act that was passed in 1993; it is a national policy that grants workers up to twelve weeks of unpaid leave in four situations. The four are: pregnancy, caring for an infant, this includes new borns, adoptions, and foster children that have been placed in your home, caring for a seriously ill relative, or to allow the employee to recover from a serious injury or surgery. (Halbert, 2010) Explain if it matters that a parent literally had nothing to do with a biological child in order for the child to take advantage of the Family and Medical Leave Act (FMLA) to care for the parent. According to the FMLA, a parent is the biological parent of an employee or any person who acted as a parent to an employee when she or he was a child. Parents not literally caring for the biological child has no resolve as to whether the child should be granted leave to care for the biological parent (DOL, 2009). Tony’s father was never in his life, but now that his father is sick, he is willing to take care of him. Herman has no right to tell him that he can’t take care of him because he was never there. When he thought he was putting him in a nursing home, he was all for letting him take time off for that. But when he asked for leave to check...
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...1. Describe who is covered by the Family and Medical Leave Act (FMLA) of 1993. Who is covered? Family and Medical Leave Act (FMLA) provide a means for employees to balance work and family responsibilities by taking leave for certain reasons. The law is intended to promote stability and economic security for families, as well as national interests in preserving the integrity of the family. FMLA applies to any employer in the private sector, which is engaged in commerce or in any industry or activity affecting commerce, and who has 50 or more employees each working day for at least 20 calendar weeks in the current or preceding calendar year. The law applies to all public institutions (state and local authorities) and local educational institutions (schools, whether public or private). These employers do not have to meet the "50 employee" test. Section II of the FMLA covers most federal employees who are subject to regulations issued by the Office of Personnel Management. To be eligible for leave FMLA, a person must (1) be used to cover the employer and work in the workplace within 75 km of which the employer uses at least 50 people, (2) worked at least 12 months (not to be in another sequence) for the employer, and (3) worked at least 1250 hours during the 12 months immediately preceding the date FMLA leave begins. FMLA provides the right to 12 weeks of protected, unpaid leave during any 12-month period for the following reasons: Birth and child care worker or placement for...
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...Danone v. Wahaha: Lessons for Joint Ventures in China Steven M. Dickinson Harris Moure PLLC www.harrismoure.com Danone Group and its partner, Wahaha Group Company, are shareholders in a joint venture company that is the largest beverage company in China. A recent dispute between the partners now threatens to wreck the joint venture. What lessons can be learned from this dispute for investors considering new joint ventures in China? Disputes such as this are not inevitable in China. They can be avoided by following certain basic rules. Many of the most important rules were violated in this case. As a result, the problems that have arisen were almost certain to occur. I. The Facts A. Formation of the Joint Venture Company The Wahaha Joint Venture (“JV”) was formed in February, 1996. At the start, there were three participants in the JV. (1) Hangzhou Wahaha Food Group Co. Ltd. (“Wahaha Group”), led by its chairman Mr. Zong Qinghou. (2) Danone Group, a French corporation (“Danone”). (3) Bai Fu Qin Ltd., a Hong Kong corporation (“Baifu”). Danone and Baifu did not invest directly in the JV. Instead, Danone and Baifu formed Jin Jia Investment Co. Ltd., a Singapore corporation (“Jinjia”). Upon the formation of the JV, Wahaha Group owned 49% of the shares of the JV and Jinjia owned 51% of the shares of the JV. This structure led to immediate misunderstandings between the participants. From the Wahaha Group’s point of view, the division of ownership was 49% Wahaha Group, 25...
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