What does the Equal Employment Opportunity Commission do?
> What is a tender offer?
> What sorts of corporate actions require the approval of both the board of directors and the shareholders?
> What is an appraisal right?
> What is a short-form merger?
> Describe the four steps by which a merger or consolidation takes place.
> 1. What advantages is a company likely to realize from a merger? 2. What is a possible disadvantage of a merger?
> What is the difference between a merger and a consolidation?
> How do the bad acts of corporate directors and officers who attempt to advance their own interests at the expense of the shareholders impact corporate governance?
> If a group of shareholders perceives that the corporation has suffered a wrong and the directors refuse to take action, can the shareholders compel the directors to act? If so, how?
> What policy reasons support the application of lower, instead of higher, quorum requirements?
> What is the most common way to terminate, or discharge, a contract?
> Are directors entitled to be indemnified for any legal costs they incur in defending suits against the corporation?
> Why do courts in their application of the business judgment rule give significant deference (weight) to the decisions of corporate directors and officers?
> What sort of legal protection is offered to directors and officers by the business judgment rule?
> What actions must a director or officer take to avoid liability when a corporation enters into a contract or engages in a transaction in which an officer or director has a material interest?
> What are the most common situations in which directors allegedly violate their duty of loyalty?
> Why is the liability of a corporation limited with respect to its agents’ and officers’ torts to those committed within the course and scope of employment?
> Why is it incorrect to characterize a director as either an agent or a trustee of a corporation?
> What are the limits on the shareholder’s right to inspect corporate records and books?
> How does cumulative voting work?
> What are some of the more important powers that may be exercised by shareholders?
> How might social media raise ethical questions with respect to business hiring decisions?
> How are securities laws being applied in the online environment?
> What information must be included in a registration statement prior to a security being offered to the public?
> What is the doctrine of ultra vires?
> How does a court decide whether it may exercise jurisdiction over a foreign or alien corporation?
> What steps must a foreign corporation take to qualify to do business in a state?
> What are some of the ways in which a corporation or its shareholders can restrict the transferability of shares?
> How is corporate income double-taxed?
> What is the difference between a limited liability company (LLC) and a limited liability partnership (LLP)?
> What are the primary functions of general and limited partners in a limited partnership?
> Can the partnership undertake new obligations after it has been dissolved?
> When the terms of a written contract are ambiguous, how can the meaning of the terms be shown?
> Which aspects of a business’s operation do the rules, orders, and decisions of administrative agencies affect?
> When may a partner withdraw from a partnership?
> When will majority rule not govern decisions connected with partnership business?
> How is partnership liability paid out when a judgment is rendered against the partnership?
> What are the three essential elements necessary (but not necessarily sufficient) to form a partnership?
> What is the difference between a general partnership and a limited partnership?
> Why are LLCs and partnerships attractive to businesspersons?
> Why might the members of an LLC (or the participants in any forms of business organization discussed in this chapter) prefer to put the terms of their operating agreement in writing?
> How is it possible for jurors and judges to overcome their own prejudices in deciding cases in which gender or another protected trait plays a key role?
> What does the Americans with Disabilities Act require?
> What does the Age Discrimination in Employment Act prohibit?
> What factors indicate that a third party beneficiary to a contract is an intended beneficiary rather than an incidental beneficiary?
> What is sexual harassment and under what circumstances might an employer be liable?
> What are some defenses available in employment discrimination cases?
> What is disparate-impact discrimination and how is it proved?
> What is disparate-treatment discrimination and how is it proved?
> Equal employment opportunity is not a universal policy, and some countries restrict the role of women in employment. Should a U.S. firm doing business is those countries respect this position?
> In the context of employment, what does Title VII of the Civil Rights Act of 1964 prohibit?
> What were the purposes behind the adoption of the National Labor Relations Act?
> Is penalizing employers the best approach to take in attempting to curb illegal immigration?
> Why should immigration be restricted?
> When does a third party have contractual rights?
> Why should immigration be permitted?
> Discuss exceptions to the employment-at-will doctrine.
> What protection do employees have from the financial impact of retirement, disability, death, hospitalization, and unemployment?
> What state and federal statutes protect employees from the risks and effects of employment-related injury, death, or disease, and what is that protection?
> Do federal labor laws cover all workers?
> What are some of the common law exceptions to the employment-at-will doctrine?
> What are some important provisions of the Fair Labor Standards Act?
> What is the ethical basis for imposing vicarious liability on a principal for an agent’s tort?
> If an apparent agent does not in fact have the authority to act on the principal’s behalf, does the principal have an ethical responsibility to inform an unaware third party?
> Are undisclosed principals and their agents liable under contracts made by the agents with third parties?
> What duties cannot be delegated?
> What happens if a principal does not ratify an agent’s unauthorized act?
> What effect do a principal’s representations giving apparent authority to an agent have on the principal’s liability?
> How is an agency relationship created?
> What are some other advantages of being an independent contractor? What might be some disadvantages?
> What are some of the factors that can determine whether an individual is considered an employee or an independent contractor?
> Should it be left to the courts to decide who is, and who is not, an independent contactor?
> Why is agency law essential to the existence and operation of a corporation?
> Are there legal safeguards for the privacy of a user of e-money against the issuer?
> What types of financial institutions are covered by the EFTA?
> 1. How might Check 21 affect the potential for banking fraud? 2. Are there circumstances in which a copy of an original canceled paper check could be demanded?
> What is an anti-assignment clause?
> What role does the Federal Reserve System play in clearing checks?
> Who is liable when a customer’s bank pays an altered check?
> Who has the right to order that payment on a check be stopped?
> When does a check become stale under the UCC?
> What is an overdraft?
> 1. Should only banks and regulated financial institutions be allowed to issue ATM cards? 2. How might the government regulate digital funds to reduce the potential for cyberlaundering?
> What is a check?
> What are the ways in which an instrument may be discharged?
> What is a material alteration of a financial instrument?
> Who assumes the burden of loss when there is a forged or unauthorized indorsement?
> When the rights under a contract are assigned, what happens to the rights of the assignor?
> What is the public policy behind the fictitious payee rule?
> When may a person whose forged signature appears on a negotiable instrument be liable under that instrument?
> Compare the concepts of primary and secondary liability under a contract theory of law.
> What kinds of defects in an instrument will prevent a holder knowing about those defects from acquiring HDC status?
> How can a holder take an instrument for value?
> What is the practical reason for the warranty that a check presented for payment has not been altered since its issuance?
> What is the difference between a holder and a holder in due course?
> What is the difference between a blank and a special indorsement?
> When may reference to other agreements be made in a negotiable instrument without destroying its negotiability?
> Must a negotiable instrument contain a promise or order to pay?
> What are three exceptions to the Statute of Frauds?
> What sort of signature is required by the UCC to create a negotiable instrument?
