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Tuesday, January 31, 2012

Tonight's lecture - antitrust; Model Exam

Powerpoint for tonight's lecture on antitrust

Direct action
Derivative action
Shareholder's right of inspection
Corporate opportunities doctrine
estoppel
dividend
common stock
preferred stock
convertible stock
bond
tax transparency
double taxation
lifting/piercing the corporate veil
proxy fight/proxy contest
injunction
equity
fraud
jurisdiction to adjudicate
jurisdiction to enforce
jurisdiction to prescribe
in rem jurisdiction
in personam jurisdiction
extraterritorial jurisdiction
http://lexnet.bravepages.com/tortdict.htm
ABSOLUTE LIABILITY / STRICT LIABILITY
Burden of production / burden of going forward with the evidence
Burden Of Proof
LEGAL CAPACITY
Cause, Proximate
CLASS ACTION LAWSUIT
Cause in fact
FELLOW SERVANT RULE
FORESEEBILITY
MASTER AND SERVANT
PRIVITY OF CONTRACT
STANDARD OF PROOF
STARE DECISIS
STATUTE OF LIMITATIONS
Ultra vires
void contract
voidable contract
jurisdiction to adjudicate
jurisdiction to prescribe
jurisdiction to enforce
affidavit
equity jurisdiction
equitable maxims
in personam
in rem
multi factor balancing test
judicial parsimony
judicial economy
burden of proof
burden of production
proportionality
dicta
holding
authorized shares
issued shares
common stock
preferred stock
voting trust
shareholders agreement
trust
piercing/lifting corporate veil
respondeat superior
fellow servant doctrine
joint liability
several liability
joint and several liability
imputed negligence
strict liability

Widgets, Inc. is a corporation, chartered in New York. It has 2 million shares authorized, and issued 1 million shares of common stock at 1 dollar per share. Each common share has 1 vote. It has 1000 shares of preferred stock which issue a dividend of 1000 dollars per share and are non-voting. Widgets It has debts of 1 million dollars.

Widgets wishes to outsource manufacture of its products. To do so it enters into a partnership with Bobbits, an LL.C., as a limited partner. Bobbits hires Craneco, S.A., a South American corporation to build a factory for it. Bobbits also hires SimCo, LL.P., a management consultant to run its operations in the South American factory. SimCo hires contract laborers. The contract labor is badly paid, unhappy, and often shows up to work late or drunk, resulting in pay being docked. At a labor strike on site Jorge lights a match to smoke a cigarette. Dangerous chemicals explode. SimCo claims the accident is Jorge's fault and was deliberate sabotage.

Manolo, represented by Humanitas, a human rights advocacy group, is a worker at the factory in South America. Humanitas, on behalf of Manolo sues Widgets, Bobbits, Craneco, and SimCo in the U.S. Federal Court, Southern District, New York. What result?

Friday, January 20, 2012

Readings

Basic

http://caselaw.lp.findlaw.com/scripts/getcase.pl?court=us&vol=485&invol=224



http://www.casebriefs.com/blog/law/corporations/corporations-keyed-to-klein/the-duties-of-officers-directors-and-other-insiders/basic-inc-v-levinson/


Chiarella

http://supreme.justia.com/cases/federal/us/445/222/case.html





http://www.casebriefs.com/blog/law/corporations/corporations-keyed-to-hamilton/transactions-in-shares-rule-10b-5-insider-trading-and-securities-fraud/chiarella-v-united-states/



Dirks

http://supreme.justia.com/cases/federal/us/463/646/





http://www.casebriefs.com/blog/law/corporations/corporations-keyed-to-klein/the-duties-of-officers-directors-and-other-insiders/dirks-v-securities-and-exchange-commission/


FORMS
Affidavit

http://www.lectlaw.com/forms/f041.htm


Partnership

http://www.lectlaw.com/forms/f068.htm


Trust

http://www.lectlaw.com/forms/f178.htm


Corporation - Charter

http://www.lectlaw.com/forms/f163.htm


Corporation - Bylaws

http://www.lectlaw.com/forms/f151.htm


Joint Venture Agreement

http://www.lectlaw.com/forms/f083.htm


Amicus curiae brief

http://harvardhumanrights.files.wordpress.com/2011/12/kiobelbrieftosc.pdf


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Dear Students,

Our first session in January is on the 24th (constitutional law) and the 25th (corporate law). I believe that means I miss exactly three sessions, which we will have to reschedule.
This is why I have been going over time during our lectures.

I suggest: Saturday, 11 a.m. on the 28th of January and 4th February then lunch at 1, then an afternoon session with break. (Constitutional law)

And then the 11th and 12th, also starting at 11 a.m. and going into the afternoon for company law.

Our examination is currently scheduled for the 14th and 15th of February. It will consist of vocabulary, which you must define in English in a sentence or three. You may refer to the same concepts in your own language. The objective there is to make certain you understand basic legal terminology. The other part will be a case which you must resolve.