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Business Law > Chapter 5 > Flashcards

Chapter 5 Flashcards

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1
Q

Antitrust Laws

A
  1. sherman Act
  2. Clayton Act
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2
Q

Sherman Act

A

has two primary operatives sections

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3
Q

Sherman Act Section 1

A

which limits combinations in restraint of trade

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4
Q

Sherman Act Section 2

A

which limits monopolies

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5
Q

Per se violations

A

anticompetitive practices include price fixing, group boycotts tying agreements, and division of markets by competitors

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6
Q

Horizontal restraints

A

are combination among competitors on the same level of the value chain, that is, competitors delivering essentially the same products
Price fixing, division of markets, and group boycotts are examples

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7
Q

Vertical restraints

A

are combinations between or among businesses along the value chain.

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8
Q

Clayton Act

A

the act renders illegal such practices as interlocking directorates (placing the same people on the boards of directors of several apparently competing companies, given rise to the potential for collaboration at the board level) and trying arragenemnts (requiring the purchase one thing in order to purchase another)

mergers and acquisitions

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9
Q

Hertindahl-Hirshman Index (HHI)- Clayton ACT

A

the impact evaluation involves a mechanism
the _____ is computed based upon a published array of considerations
the government typically does not oppose any action with an HHI lower than 1800

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10
Q

Price Discrimination - Clayton Act

A

predatory pricing discrimination
a violation occurs when there are two or more sales of any product to the same buyers at a price below the average variable cost (a sale which is presumptively not logical)

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11
Q

Howey Test

A

the us Supreme Court determined the definition of a security in the context of the various regulations

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12
Q

Securities act of 1933

A

this act regulates the issuance of securities by corporations, partnerships, associations, or individuals. the act requires the publication of significant information by any organization that is first placing a security into the market
the point of the act is to ensure that any security issued is accompanied by sufficient information to allows an investor to make an informed and fair decision theater to invest or not
non-exempt much a registration statements with the Securities and Exchange commission prior to issuance.

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13
Q

Securities Act of 1934

A

regulates the trading of securities after they have been issued.
it addresses the conduct of investors, those associated with stock exchange and other involved in the securities industry and the companies that issue the security

also requires ongoing disclosure of important financial information.

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14
Q

proxy solicitation

A

the act of 1934 requires that any ____________ by accompanied by detailed disclosures of financial. management and risk information, in addition full information concerning matters to be voted on.

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15
Q

Hostile Takeover

A

securities act of 1934
bids frequently involve offers to buy outstanding shares at a premium price with the implied results that new shareholders will then control the company and will vote out the existing management

section 13 and 14 provide rules

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16
Q

Securities Fraud

A

Securities Act of 1934
renders an extensive illegal array of fraudulent activities.

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17
Q

insider trading

A

Securities Act of 1934
prohibits the trading of securities based on information not generally available to the public

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18
Q

Short Swing profits

A

any profit made by such an insider where the security was held for less than 6 months may be required to disgorge that profit to the corporation

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19
Q

fillings

A

Security act of 1934
10k
10Q
14k - proxy statement
13d
8k

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20
Q

Sarbanes Oxley Act

A

in reaction to a series of financial irregulatrities uncovered at several companies and accounting firms in 2000 and 2001
Public Companies Accounting oversight Board

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21
Q

National Environment Policy Act of 1969

A

applies only to the actions of the federal government, and implies business only where the business has undertaken to act as a contractor for the government or to use some government funding for a project.

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22
Q

Clean air act

A

sets the air emission standards limiting the amount of pollutants that can be emitted into the air.

23
Q

Clean Water Act

A

relates to discharges of pollutants into navigable or other waterways.

24
Q

National Pollution Discharge Elimination System (NPDES)

A

clean water act created
no pollution may be discharged into waterway with out an NPDES permit, and each permit specifies the level of acceptable contaminant load according to the standards.

25
Q

Comprehensive Environmental Recovery, Compensation, and Liability ACT (CERCLA or Superfund)

A

often referred to as Superfund
contains provision for preventing and remediating (in the event that they happen) environmental spills such as the Exxon Valdez.
the more important aspect of Superfund, however relates to cleaning up sites of historical industrial pollution.

26
Q

National Priorities List (NPL)

A

superfund created
identifying the most important sites of pollution in the country

27
Q

Resources Conservation and Recovery ACT (“RCRA”)

A

addresses issues of solid wastes (as opposed to liquid waste) which are hazardous (as opposed to toxic, a more limited group of pollutants).

28
Q

Hazardous waste

A

can be corrosive, explosive, flammable, poisonous, radioactive or otherwise dangerous.
limits the disposal of _________ solid wastes in ways which exposes those wastes to the environment.
RCRA can also require the cleaning up (remediation) of hazardous solid wastes deposited in the past.

29
Q

Toxic Substance Control Act (“TSCA”)

A

addresses toxic substances, including liquid toxics.

30
Q

Bankruptcy Chapter 7

A

Liquidating bankruptcy
is available to individuals, partnerships and corporations (and any other entity).
the debtor’s nonexempt property is sold for cash.

31
Q

Bankruptcy Chapter 11

A

a reorganizing bankruptcy\
involves an attempt to reorganize and save the business
single asset bankruptcy

32
Q

Bankruptcy Chapter 13

A

wage earner
is designed to give individuals a chance for a fresh start.

33
Q

Voidable transfers

A

can be reversed by the bankruptcy court; reversal can require the recipient to disgorge property or value given to such creditor by the bakrupt debtor

34
Q

preferential payment

A

any payment made to any creditor within 90 days before the filing of the bankruptcy petition by an insolvent debtor and that has the effect of favoring one creditor over another similar creditor

35
Q

preferential liens

A

are liens obtained within 90 days before the filing of the bankruptcy petition by an insolvent debtor with regard to a preexisting debt and that has the effect of favoring one creditor ov er another similar creditor.

36
Q

preferential payment to an insider

A

is any payment made to any insider within 1 year before the filing of the bankruptcy petition by an insolvent debtor.

37
Q

Fraudulent Transfer

A

Any transfer which is made with actual intent to finder, delay of defraud a creditor may be set aside (and the assets disgorged and recovered) for the benefit of the estate

38
Q

Civil Rights Act of 1964 Title VII

A

1.Race
2. color
3.national origin
4. religion and
5. sex (including pregnancy, including harassment but not including sexual preference)

39
Q

two types of discrimination are prohibited

A
  1. Disparate Treatment Discrimination
  2. Disparate Impact Discrimination
40
Q

Disparate Treatment Discrimination

A

wherein a specific individuals is discriminated against because of his or her membership in a protected class

41
Q

Disparate Impact Discrimination

A

which is discrimination that occurs where a neutral-looking policy or rule causes discrimination against a protected class.

42
Q

quid pro quo

A

some favorable job treatment being conditioned, explicitly or implicitly on some reciprocal sexual or gender-bases favor.

43
Q

Social Security Act

A

which levies taxes on both employees and employees and fund a defined benefits retirement plan for employees.

44
Q

Occupational Safety and Health ACT (OSHAA)

A

provides a system of safety requirement designed to protect workers in the workplace.

45
Q

Employee Retirement Income Security ACT (ERISA)

A

provides minimum requirement for employees retirement plans.

46
Q

Immigration reform and control act (IRCA)

A

places certain obligations on employers to examine and preserve records of citizenship prior to employing any employee.

47
Q

Unionization and labor relations (labor law)

A

Wagner Act, National labor relations of 1935 (NLRA) and later Taft-Hartley Act of 1947 provide the preponderance of essential labor law.

48
Q

National Labor Relations ACT (NLRA) 1935 - Wagner Act

A

was applicable to all firms and employees in activities affecting interstate commerce with the exceptions of agricultural laborers, government employees, and persons covered by the Railway Labor Act

the act guaranteed covered workers the right to organize and join labor unions, to engage in collective bargaining, and to strike

to a fair degree the _________ is superseded by the Taft-Hartley Act but the NLRA provisions retain importance

created the National Labor Relations Board (NLRB) as an independent Federal Agency.

49
Q

Taft Hartley Act of 1947

A

the act build on the Wagner act and undertook a number of changes from the prior regime.
it established procedures for delaying or advertising so-called “national emergency” strikes; excluded supervisory employees from coverage, prohibited the “closed shop” altogether, and banned so-called “closed-shop union hiring halls”

50
Q

Byrnes Act of 1936

A

made it a felony to transport any person in interstate commerce who was employed for the purpose of using force or threats against non-violent picketing in a labor dispute or against organization or bargaining efforts

51
Q

the Lobbying Act of 1995

A

requires registration with the House and Senate for those who devoter more than 20% of tier time to lobbying

52
Q

revolving door laws

A

limit the movement of former federal employees into positions that might involve influence over their former fellow-employees.

53
Q

the following may not make contributions to federal candidate election funds or to influence the outcome of federal elections

A
  1. Corporations
  2. Labor Unions
  3. Foreign Nationals
  4. Federal Government Contractors

Business Law (5 decks)

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