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51 Cards in this Set
- Front
- Back
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Disparate treatment |
Not treating employees equally |
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Prima facia |
Have the foundation of a case to prove someone is being discriminated against. Must have: 1. Qualified for the job 2. Member of a protected class 3. Applied for the job 4. Rejected by employer but the company continued to seek candidates for the job. |
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Remedies for employment discrimination |
1. Backed pay 2. Job reinstatement 3. "Would be" promotion 4. Punitive damages |
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Unintentional discrimination |
Commonly found on employment tests, use the professional services! |
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Ford v Meadows |
Ford required workers to weigh 150 lbs. And was found guilty of discrimination. |
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Home depot lawsuit |
Self selected department placements created unintentional discrimination as most women were in similar departments that did not have many promotion options. |
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BFOQ |
Bona Fide Occupational Qualification. Wedding shop example where an employee may need to be female to properly serve customers. |
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Employment Manual |
Can require internal reporting, unless there is a hostile work environment |
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Age discrimination |
Act in 1967, cannot fire someone for their age. If someone is over 40 and is fired they have a prima facia case. |
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Business necessity rule |
Need to show how a standard has a clear relationship to job performance. Difficult to prove. |
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Constructive discharge |
Giving someone a role they are overqualified for to weed them out. |
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Sole proprietorship |
Individual assumes all liabilities of a business personally |
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Partnership |
Not a separate entity like an LLC, has similar characteristics to a sole proprietorship. |
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Joint ventures |
Formal partnerships where the parties are legal entities, not individuals. |
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LLC |
Limited Liability Corporation. Started with articles of organization. Has members which are similar to shareholders. |
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Corporations |
Lives on in perpetuity, formed in a state with a certificate of incorporation. |
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Employment at will |
Employee can quit at any time and a company can fire anyone for any reason, however an employee handbook can govern employee interactions. |
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Civil Rights Act |
1964, cannot discriminate based on race, color, natural origin, gender, etc. |
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Sexual harassment |
1. Unwanted sexual advances 2. Requests for sexual favors 3. Other conduct of a sexual nature which is pervasive and severe If the company has an employment manual, the employee has a duty to report internally, unless there is a hostile work environment. |
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Quid pro quo |
"This for that" ... Offer some benefit for a sexual favor. |
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Different business classifications |
1. Sole proprietorship 2. Partnership 3. LLC 4. Corporation (C or S class) |
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Tax considerations of business structures |
1. Sole proprietorships and Partnerships - income and losses flow through to an individual's tax returns 2. LLC - income and losses flow through to members' individual tax returns 3. C-corporation - double taxation. Corporate entity is taxed once, and then distributions to shareholders is also taxed. 4. S-corporation - income and losses flow through to shareholders' individual tax return |
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Order of liquididation |
1. Collateral creditors (secured creditors, credit secured by collateral) 2. General creditors (government, suppliers) 3. Bondholders 4. Preferred shareholders 5. Common shareholders |
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Bylaws |
Rules governing the Corporation. The state where the Corporation filed the articles of incorporation in has default laws that govern transactions. |
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Operating Agreement |
Rules governing an LLC. Need to have all rules written out because there are not many laws governing LLCs. |
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Corporate law |
Shareholders own the company, elect the board of directors who govern the officers of the company who run the day to day operations |
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Come along, drag along rights |
Come along - third party offers to buy the majority of the company, offer must be made to the rest of the shareholders. Drag along - third party offers to buy the whole company, all shareholders can be forced to sell their shares. |
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Piercing the corporate veil |
Making the owners of the company personally liable for the company. Must prove that company assets were used for personal use by the owner. Called not respecting the corporate dignity of the Corporation. |
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Delaware |
Most corporations incorporate in Delaware: 1. Cutting edge legislation 2. First to allow directors meeting by video conf 3. Year round court for business with knowledgeable judges. 4. First to allow shareholder notification by email. 5. Because of this, they have a higher fee for filing articles of incorporation |
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Common vs. Preferred stock |
Common stock is the ownership of the company, preferred is whatever the stock defines it as. Common preferred rights are liquidation preferences, conversion clause, guaranteed dividends |
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Wrigley case |
Called a shareholder derivative lawsuit. Wrigley Field is owned by the Wrigley family, which also owns the baseball team the Chicago Cubs. The shareholders sued the Wrigley family because they did not have evening games and subsequently lost revenue. All directors have a fiduciary duty to the shareholders to maximize returns. The business judgement rule was the deciding factor in the case. The cubs management was using its business judgement in deciding to not have night games. |
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Shareholder derivative lawsuit |
A resource to the minority shareholders. Allows minority shareholders to sue the directors of a company for not fulfilling their duty. |
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Exit strategies |
1. Someone acquires the company 2. Merger 3. IPO (going public) |
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Sarbanes-Oxley (SOX) |
Specific requirements on internal controls of a company. Directors and officers can be criminally responsible for their actions. Made it difficult for companies to go public. |
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Business judgement rule |
Courts will not interfere in business judgement. The board of directors have the ability to make business judgement decisions. |
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Duty based ethics |
Ethics are derived from revealed truths. Revealed truths are religious precepts or philosophical reasoning. This is a somewhat foreign concept in North America as we mostly think about "rights" instead of "duties". Our rights based legal system can subconsciously prevent us from doing the ethical thing. |
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Religious ethical standards |
Ethical standards based on religious norms. |
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Compassion |
Be compassionate, as an ethical principle. |
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Kantian Ethics |
Named for Emanuel Kant. 1. Persons are endowed with moral integrity and the capacity to reason. 2.. Therefore, their thoughts and actions should be respected. 3. When human beings are treated merely as a means to an end, they are treated objects and are denied their basic humanity. 4. Kant proposed this test to decide what to do: If everyone in society was confronted by the same question, and if everyone did what you are about to do in response to that question, would that be good or bad for society? This is called a categorical imperative. Kantian ethics are very similar to duty-based ethics because it implies that we all have a duty to each other. |
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Principle of Rights or Rights Theory |
Human beings have fundamental rights and privileges that transcend national boundaries. Fundamental rights have overbearing status over the collective good. |
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Natural law tradition |
Combination of rights theory and principle of rights. This is what influenced Thomas Jefferson and Monroe in writing the constitution and the declaration of independence. |
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Utilitarianism |
Outcome-oriented reasoning. Cost/benefit analysis is an example of utilitarianism. This can be dangerous if the costs are not truly understood, like when Ford made the Pinto that exploded during some collisions, but Ford thought settling the lawsuits would be less expensive than modifying the cars. |
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Moral or Ethical or Cultural Relativism |
The simple concept is "when in Rome, do as the Romans do". An example - you set up manufacturing operations in a low-cost country and the country has no environmental laws. You could make an argument that doing what the locals do, like dumping chemicals in the river, is ethically OK. |
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Milton Friedman |
"The ethical duty of business is to maximize profits, so long as you stay within the rules of the law". He was an Economics professor at the University of Chicago and served as President Regan's economic advisor. |
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Foreign Corrupt Practices Act (FCPA) |
Can put a businessperson in jail. The history goes back to moral, ethical or cultural relativism. Under Jimmy Carter's administration, he said the following "in the US, if you are to bribe a government official, we would put both the businessperson and the government official in prison". |
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Henry Kissinger (Righteous Moralist, Ethical Imperialism) |
Initially the national security advisor, and then the Secretary of State under Regan. He argued that Americans were applying our standards all across the world (ethical imperialism). Being a righteous moralist is saying that your moral standards should apply all over the world. |
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Convention on Combating bribery |
Regan and Clinton pushing the world into a position where everyone had laws similar to the FCPA. It finally passed after 20 years. |
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UK Bribery Act of 2010 |
This is the FCPA on steroids. This law said that if you bribe anyone you can face criminal charges (FCPA only applies to government officials). This law even applies to non-UK companies that have a presence in the UK. |
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Noblesse Oblige |
Power itself is neutral, but if you are in a position of power, you should exercise that power in a noble way. |
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Enlightened Self Interest |
Going back to moral or ethical relativism. If you are a consumer company selling products in the U.S., your consumers will judge the decisions you make, even if you make them overseas. |
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Organizational Culture
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How can a culture that fosters ethical behavior be created?
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