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69 Cards in this Set
- Front
- Back
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respondeat superior
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Latin for “let the master respond.” A doctrine under which a principal or an employer is held liable for the wrongful acts committed by agents or employees while acting within the course and scope of their agency or employment.
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agency
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A relationship between two parties in which one party (the agent) agrees to represent or act for the other (the principal).
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disclosed principal
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A principal whose identity is known to a third party at the time the agent makes a contract with the third party.
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employment at will
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A common law doctrine under which either party may terminate an employment relationship at any time for any reason, unless a contract specifies otherwise.
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fiduciary
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As a noun, a person having a duty created by his or her undertaking to act primarily for another’s benefit in matters connected with the undertaking. As an adjective, a relationship founded on trust and confidence.
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independent contractor
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One who works for, and receives payment from, an employer but whose working conditions and methods are not controlled by the employer. An independent contractor is not an employee but may be an agent.
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minimum wage
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The lowest wage, either by government regulation or union contract, that an employer may pay an hourly worker.
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partially disclosed principal
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A principal whose identity is unknown by a third party, but the third party knows that the agent is or may be acting for a principal at the time the agent and the third party form a contract.
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ratification
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The act of accepting and giving legal force to an obligation that previously was not enforceable.
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undisclosed principal
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A principal whose identity is unknown by a third person, and the third person has no knowledge that the agent is acting for a principal at the time the agent and the third person form a contract.
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vesting
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The creation of an absolute or unconditional right or power.
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vicarious liability
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Legal responsibility placed on one person for the acts of another; indirect liability imposed on a supervisory party (such as an employer) for the actions of a subordinate (such as an employee) because of the relationship between the two parties.
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workers’ compensation laws
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State statutes establishing an administrative procedure for compensating workers for injuries that arise out of—or in the course of—their employment, regardless of fault.
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prima facie case
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A case in which the plaintiff has produced sufficient evidence of his or her claim that the case can go to a jury; a case in which the evidence compels a decision for the plaintiff if the defendant produces no affirmative defense or evidence to disprove the plaintiff’s assertion. (Prima facie means “on initial examination of consideration;” it also means “legally sufficient.”)
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affirmative action
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Job–hiring policies that give special consideration to members of protected classes in an effort to overcome present effects of past discrimination.
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bona fide occupational qualification (BFOQ)
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An identifiable characteristic reasonably necessary to the normal operation of a particular business. These characteristics can include gender, national origin, and religion, but not race.
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business necessity
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A defense to allegations of employment discrimination in which the employer demonstrates that an employment practice that discriminates against members of a protected class is related to job performance.
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constructive discharge
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A termination of employment brought about by making the employee’s working conditions so intolerable that the employee reasonably feels compelled to leave.
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disparate’impact discrimination
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A form of employment discrimination resulting from certain employer practices or procedures that, although not discriminatory on their face, have a discriminatory effect.
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disparate’treatment discrimination
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A form of employment discrimination that results when an employer intentionally discriminates against employees who are members of protected classes.
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employment discrimination
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Treating employees or job applicants unequally on the basis of race, color, national origin, religion, gender, age, or disability; prohibited by federal statutes.
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protected class
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A group of persons protected by specific laws because of the group’s defining characteristics. Under laws prohibiting employment discrimination, these characteristics include race, color, religion, national origin, gender, age, and disability.
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seniority system
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In regard to employment relationships, a system in which those who have worked longest for the employer are first in line for promotions, salary increases, and other benefits. They are also the last to be laid off if the workforce must be reduced.
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sexual harassment
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In the employment context, demands for sexual favors in return for job promotions or other benefits, or language or conduct that is so sexually offensive that it creates a hostile working environment.
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environmental impact statement (eis)
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A statement required by the National Environmental Policy Act for any major federal action that will significantly affect the quality of the environment. The statement must analyze the action’s impact on the environment and explore alternative actions that might be taken.
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nuisance
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A common law doctrine under which persons may be held liable for using their property in a manner that unreasonably interferes with others’ rights to use or enjoy their own property.
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potentially responsible party (prp)
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A party liable for the costs of cleaning up a hazardous waste disposal site under the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA). Any person who generated the hazardous waste, transported it, owned or operated the waste site at the time of disposal, or owns or operates the site at the present time may be responsible for some or all of the clean–up costs.
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toxic tort
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A civil wrong arising from exposure to a toxic substance, such as asbestos, radiation, or hazardous waste.
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wetlands
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Water–saturated areas of land that are designated by a government agency (such as the Army Corps of Engineers or the Environmental Protection Agency) as protected areas that support wildlife. Such areas cannot be filled in or dredged by private parties without a permit.
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per se violation
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A type of anticompetitive agreement that is considered to be so injurious to the public that there is no need to determine whether it actually injures market competition. Rather, it is in itself (per se) a violation of the Sherman Act.
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antitrust law
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Laws protecting commerce from unlawful restraints.
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attempted monopolization
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Any actions by a firm to eliminate competition and gain monopoly power.
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concentrated industry
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An industry in which a large percentage of market sales is controlled by either a single firm or a small number of firms.
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divestiture
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The act of selling one or more of a company’s divisions or parts, such as a subsidiary or plant; often mandated by the courts in merger or monopolization cases.
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exclusive–dealing contract
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An agreement under which a seller forbids a buyer to purchase products from the seller’s competitors.
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group boycott
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The refusal by a group of competitors to deal with a particular person or firm; prohibited by the Sherman Act.
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horizontal merger
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A merger between two firms that are competing in the same marketplace.
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horizontal restraint
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Any agreement that in some way restrains competition between rival firms competing in the same market.
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market concentration
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The degree to which a small number of firms control a large percentage share of a relevant market; determined by calculating the percentages held by the largest firms in that market.
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market power
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The power of a firm to control the market price of its product. A monopoly has the greatest degree of market power.
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monopolization
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The possession of monopoly power in the relevant market and the willful acquisition or maintenance of that power, as distinguished from growth or development as a consequence of a superior product, business acumen, or historic accident.
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monopoly
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A term generally used to describe a market in which there is a single seller or a very limited number of sellers.
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monopoly power
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The ability of a monopoly to dictate what takes place in a given market.
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predatory pricing
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The pricing of a product below cost with the intent to drive competitors out of the market.
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price discrimination
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Setting prices in such a way that two competing buyers pay two different prices for an identical product or service.
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price–fixing agreement
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An agreement between competitors to fix the prices of products or services at a certain level.
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resale price maintenance agreement
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An agreement between a manufacturer and a retailer in which the manufacturer specifies what the retail prices of its products must be.
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rule of reason
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A test by which a court balances the positive effects (such as economic efficiency) of an agreement against its potentially anticompetitive effects. In antitrust litigation, many practices are analyzed under the rule of reason.
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treble damages
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Damages that, by statute, are three times the amount that the fact finder determines is owed.
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tying arrangement
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An agreement between a buyer and a seller in which the buyer of a specific product or service becomes obligated to purchase additional products or services from the seller.
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vertical merger
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The acquisition by a company at one level in a marketing chain of a company at a higher or lower level in the chain (such as a company merging with one of its suppliers or retailers).
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vertical restraint
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Any restraint on trade created by agreements between firms at different levels in the manufacturing and distribution process.
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vertically integrated firm
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A firm that carries out two or more functional phases (manufacture, distribution, and retailing, for example) of the chain of production.
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accredited investor
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In the context of securities offerings, a “sophisticated” investor, such as a bank, insurance company, an investment company, the issuer’s executive officers and directors, or a person whose income or net worth exceeds certain limits.
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bounty payment
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A reward (payment) given to a person or persons who perform a certain service, such as informing legal authorities of illegal actions.
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corporate governance
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A set of policies or procedures affecting the way a corporation is directed or controlled.
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due diligence
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A required standard of care that certain professionals must meet to avoid liability for securities violations.
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free–writing prospectus
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Any type of written, electronic, or graphic offer that describes the issuing corporation or its securities and includes a legend indicating that the investor can obtain the prospectus at the SEC’s Web site.
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insider trading
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The purchase or sale of securities on the basis of information that has not been made available to the public.
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investment company
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A company that acts on behalf of many smaller shareholders/owners by buying a large portfolio of securities and professionally managing that portfolio.
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investment contract
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In securities law, a transaction in which a person invests in a common enterprise with the reasonable expectation that profits will be derived primarily from the efforts of others.
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mutual fund
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A specific type of investment company that continually buys or sells to investors shares of ownership in a portfolio.
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prospectus
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A written document, required by securities laws, that describes the security being sold, the financial operations of the issuing corporation, and the investment or risk attaching to the security. It is designed to provide sufficient information to enable investors to evaluate the risk involved in purchasing the security.
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red herring prospectus
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A preliminary prospectus that can be distributed to potential investors after the registration statement (for a securities offering) has been filed with the SEC.
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sec rule 10b–5
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A rule of the Securities and Exchange Commission that makes it unlawful, in connection with the purchase or sale of any security, to make any untrue statement of a material fact or to omit a material fact if such omission causes the statement to be misleading.
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security
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Generally, a stock certificate, bond, note, debenture, warrant, or other document or record evidencing an ownership interest in a corporation or a promise to repay a corporation’s debt.
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stock option
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An agreement that grants the owner the option to buy a given number of shares of stock, usually within a set time period.
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tippee
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A person who receives inside information.
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tombstone ad
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An advertisement, historically in a format resembling a tombstone, of a securities offering. The ad tells potential investors where and how they can obtain a prospectus.
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