Law & Risk
The Legal Environment of Business (Business Law PDF)
Written by J. Mance Gordon
Updated at October 8th, 2023
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Overview: This material covers the primary topics covered within Legal Studies, Business Law Course, Regulations, Risk Management, and Transactional courses.
BUSINESS LAW
- The topics are expansions upon the material covered within the textbook, Business Law: An Introduction.pdf, by Jason Mance Gordon.
Introduction to Law
Law and Property
- What is "property law" or "property rights?
- What is "ownership"?
- Why recognize property rights?
- How the law protects property rights?
Principles of Law
- What are the "common law" and "civil law" systems?
- What is "public law" and "private law"?
- What is "civil law" and "criminal law"?
- What is "substantive law" and "procedural law"?
- Sources of state and federal law?
The Judiciary
Law and Business
Constitutional Law
US Constitution The Source of US Law
- What is Included in the US Constitution?
- What is the Commerce Clause?
- What is the Taxing and Spending Power?
- Standards for Constitutionality of Laws
- Minimum Rationality
- Strict Scrutiny
- Intermediate Scrutiny (Quasi-Strict Scrutiny)
- What are Judicial Restraint vs Judicial Activism
US Constitution States and Federal Governments
- Government Structure: Comparisons
- What is the Separation of Powers?
- What is Federalism?
- What is the Supremacy Clause and Preemption?
- What is the Full Faith & Credit Clause?
- What is the Privileges and Immunities Clause?
- What is the Contract Clause?
The 1st Amendment of the US Constitution
- What is the 1st Amendment?
- What are the Establishment Clause and Free Exercise Clause
- How does freedom of religion affect business practice?
- What is the protection of Freedom of Speech?
- Speech with Limited or No Protection
- What is Obscene Speech?
- What are Fighting Words?
- What is Commercial Speech?
- What is Defamation?
- What is Political Speech?
- Overbreadth and Overly Broad Laws
- Freedom of the Press
- Freedom of Assembly
US Constitution 5th and 14th Amendments
- What is the 5th Amendment
- 5th Amendment (Federal Due Process Clause)
- 14th Amendment
- 14th Amendment (Incorporation Doctrine)
- What is the Equal Protection Clause of the 14th Amendment
Politics and the US Government
US Court System
What is the authority for federal and state judicial systems?
- What is the Authority for Article III Courts?
- What is the Authority for Article I Courts?
- What is the authority for courts under Article II?
- What is the authority for Article IV Territorial Courts?
- What is the authority for State Courts?
- What are Article III Courts?
- What are Article I Administrative Courts?
- What are Article IV Territorial Courts?
- What are state courts?
All About Federal and State Court Personal and Subject Matter Jurisdiction
- What is Subject-Matter Jurisdiction?
- What is Federal Court Subject-Matter Jurisdiction?
- What is State Court Subject-Matter Jurisdiction?
- Can a Federal trial courts hear state matters & vice versa?
- Can a Federal appellate court hear federal matters & vice versa?
- What is Personal Jurisdiction?
- How to establish Federal Court Personal Jurisdiction?
- How to establish State Court Personal Jurisdiction?
- What is a Long-Arm Statute?
Members of Judicial System
- Who are the primary players in the state judicial system?
- What types of judges are part of the judiciary?
- What are the duties of trial judges in the legal system?
- What are the duties of Appellate Judges & Justices?
- What is the role of jurors in the judicial system?
- What number of jurors and juror votes are required for guilt or liability?
- What do Attorneys do?
- Who are the other players in the judicial system?
How do cases arrive before appellate courts?
Administrative Law
Understanding Administrative Agencies
- Administrative Law (Intro)
- What are Administrative Agencies?
- Examples of Agencies and Sub-Agencies
- Department of Commerce
- Department of the Treasury
- Office of Foreign Asset Control
- US Bureau of Engraving and Printing
- Office of the Comptroller of Currency
- Committee on Foreign Investment in the US
- Bureau of Fiscal Service
- The Financial Crimes Enforcement Network (FINCEN)
- Alcohol and Tobacco Tax and Trade Bureau
- The Inspector General
- The Treasury Inspector General for Tax and Administration
- Internal Revenue Service
- The US Mint
- Department of Transportation
- Federal Communication Commission
- Executive Office of the President
- Federal Emergency Management Agency
- Federal Energy Regulatory Commission
- Government Accountability Office (GAO) (Comptroller General)
- What are the functions of Agencies?
- Examples:
- What is the authority for Administrative Agencies?
- How are administrative Agencies Organized?
- How are key agency personnel appointed and removed?
Administrative Agency Functions
- How do agencies create regulations?
- What is the Judiciary's authority to review rulemaking?
- What is the Judiciary's authority to review administrative court decisions?
Pros and Cons of Administrative Agencies
Criminal Law
Arrest and Criminal Prosecution Process
- What is Criminal Law?
- What are the elements of a crime?
- Classifications of crimes Misdemeanor vs Felony Criminal Charges?
- What is the process of bringing criminal charges?
- What is the process for executing an arrest?
- What are the exceptions to reading Miranda Rights?
- What is the process for initiating criminal charges?
- What is the Arraignment and Initial Appearance
- Investigation - Subpoena
- Common Defenses to Criminal Conduct
- Types of Punishment for Criminal Activity
- Theories Behind Criminal Punishment
- Federal Sentencing Guidelines
Criminal Law Protections and the Constitution
- What are the 4th Amendment protections against Search and Seizure?
- What are the 5th Amendment criminal law protections?
- What are the 6th Amendment criminal law protections?
- What are the 8th Amendment criminal law protections?
Crimes Against the Property of Others
Criminal Fraud
False Statements, Conspiracy, Aiding and Abetting, and Obstructing Justice
- False Statement as a Criminal Charge
- Conspiracy as a Criminal Charge
- Obstruction of Justice as a Criminal Charge
- Aiding and Abetting or Conspiracy to a Crime
White Collar Crime
Civil Litigation
Understanding Civil Litigation
Civil Litigation Process
- Who are the parties to a lawsuit?
- What is standing to sue?
- Venue
- What is personal jurisdiction?
- What is a class action?
- What are the pleadings?
- What is discovery?
- What is the scope of discovery?
- What are motions and how are they used?
- What are frivolous cases?
- What is the process of selecting a jury?
- What are the steps involved in a civil trial?
- What is the burden of proof in a civil trial?
- How is a civil trial decided?
- Equitable Defenses
- Compensatory Damages
- Punitive Damages
- Replevin
- What is joint and several liability?
- What is the process for appeal?
- How do parties enforce a civil judgment?
- What is res judicata
Alternative Dispute Resolution
Alternative Dispute Resolution (Intro)
What is the Settlement of a Legal Dispute?Mediation of a Dispute
- What is Mediation?
- What are the advantages and disadvantages of Mediation?
- How Do Parties Initiate Mediation?
- What is the process for carrying out a mediation?
- What is the process for challenging a mediation agreement?
Arbitration of a Dispute
- What is Arbitration?
- What are the Advantages of Arbitration
- Initiating Arbitration Voluntary and Statutorily Mandated Arbitration?
- What is the procedure for carrying out an arbitration?
- Rules governing the arbitration Federal Arbitration Act
- What is the Judicial Review of Voluntary Arbitration?
- What is the Judicial Review of Mandatory Arbitration?
- What is Review under the Federal Arbitration Act?
- How are Arbitration Awards enforced?
Property Law
What is property?
- Tangible and Intangible property?
- Real and Personal Property?
- Fixtures?
- What is ownership?
- Role of Government in ownership of property?
- Role of property rights in economic activity?
- What are the limitations on property ownership rights?
Acquiring Ownership in Real and Personal Property
- Accession?
- Rule of First Possession?
- Lost or Mislaid Items?
- Adverse Possession?
- Contracts?
- Gift?
- Confusion?
Types, Transfer, and Ownership of Real Estate
- Establishing and transferring ownership in real property?
- Property Title
- Absolute Title
- Warranty Deed
- Register of Deeds
- Conveyance
- What is a fee simple interest in real property?
- What is a life estate in real property?
- What is a leasehold estate in real property?
- What are common types of co-ownership relationships in real property?
- Community Property and Separate Marital Property?
- What is an easement interest in real property?
- What is a license of real or personal property?
Real Estate Industry Concepts
- Bundle of Rights
- Absorption Rate
- Fair Housing Act
- Federal Housing Administration (FHA)
- Housing and Urban Development (HUD)
- Design Build Contract
- Building Permits
- Construction Surety Bond
- Acquisition, Development, and Construction Loan (ADC)
- Flipping (Real Property)
- Homeowner Affordability and Stability Plan
- Building Residual Method
- Accessory Dwelling Unit
- Property Management
- Cost-Plus Contract
- Real Estate Investment Fund
- Listing Agreement
- Property Lawyers
- Multiple Listing Service
- Home Loan
- Real Estate Purchase Agreement
- Proof of Ownership
- Earnest Money
- Private Mortgage Insurance
- Closing (Property)
- Buying Real Estate as an LLC
- What is a mortgage?
- Judicial Foreclosure
- Short Sale
- Homeowners Protection Act
- Deed in Lieu of Foreclosure
- Tax Deed
- Tenancy at Will
- Closed End Lease Definition
- One Percent Rule
- Net Lease
- Triple Net Lease (NNN)
- True Lease Definition
- Land Lease Option
- Hell or High Water Contract
- Habendum Clause
- Attornment
- Implied Warranty of Habitability
- Emblements Definition
- Co-Tenancy Clause
Bailments (Personal Property)
Tort Law
Understanding Tort Law
Intentional Torts
- What are Intentional Torts?
- Assault and Battery?
- Intentional Infliction of Emotions Distress?
- Invasion of Privacy?
- False Imprisonment?
- Malicious Prosecution?
- Trespass?
- Conversion?
- Defamation?
- Defenses to Defamation?
- Defamation and 1st Amendment Considerations?
- Fraud?
- Intentional Interference with Contractual Relations?
Negligence
- What is Negligence?
- Negligence A Duty of Care?
- Negligence Breach of Duty of Care?
- Causation?
- Cause-in-Fact
- What are common defenses to negligence actions?
Strict Liability
- What is Strict Liability?
- Strict Liability Causes of Action Examples
- Strict Products Liability
- What defenses exist to strict product liability actions?
Damages
Contract Law
Characteristics of a Contract
- What is a Contract?
- What are the sources of contract law?
- Restatement of Contracts
- Uniform Commercial Code
- Convention on Contracts for the International Sale of Goods (CISG)
- What is a Unilateral Contract vs a Bilateral Contract?
- What is an Express Contract vs an Implied Contract?
- What are the requirements to form a Contract (Offer, Acceptance, Consideration)?
- What is an Enforceable Contract vs. a Valid Contract?
- What is a Void Contract vs a Voidable Contract?
- Adhesion Contract
- What is Mental Capacity to contract?
- What is the requirement of a Lawful Purpose?
- What are common types of Voidable Contract?
What is a Contract Offer, Acceptance, and Consideration?
- What is an Offer?
- When does an offer to contact terminate?
- Counterparty Definition
- Mirror Image Rule?
- Rule for Sale of Goods
- Silence is Not Acceptance?
- Mailbox Rule
- Shrink-wrap Agreement Definition
- Click-Wrap Agreement Definition
- What is Consideration?
- What is Promissory Estoppel?
When a Contract Must be in Writing Statute of Frauds
- When is a contract required to be in writing Statute of Frauds?
- What type of writing satisfies the statute of frauds?
- Exceptions to the Statute of Fraud
- Documents Under Seal
- Who Can Sign Contracts on Behalf of a Company?
- E-Sign Act
Third Parties to a Contract
- Privity of Contract
- Who are third-party beneficiaries to a contract?
- What is assignment and delegation of a contract?
Contract Performance, Breach, and Damages
- When is a party's Duty of performance?
- What is an Executed contract vs an Executory contract?
- What is Performance, Substantial Performance, and Breach of a contract?
- What is performance of a Divisible Contract?
- When is a party's duty of performance discharged?
- What are conditions to Contract (Precedent & Subsequent)?
- What is tender performance of a contract?
- What are Impossibility and Impracticability
- What is a Frustration of Purpose?
- Waiver or Release from Contract
- Novation
- What is a Breach of Contract?
- Acceleration Clause (Contracts) Definition
- What methods exist for resolving a breach?
- What remedies exist for a breach of contract?
- What is Efficient Breach?
How to Read the Contract
- Organization of a Contract
- How to Read the Contract
- Contract Representations & Warranties
- Contract Covenants
- What rules does a court follow in interpreting a contract?
- Addendum
- What is the Parol Evidence Rule?
- What is a complete integration vs a partial integration?
- Exceptions to the Parol Evidence Rule
- Patent and Latent Ambiguity in a Contract
Specific Types of Contract
Agency Law
Understanding Agency
- Agency Law (Intro)
- What is an Agency relationship?
- What are the types of agents?
- Employee vs. Independent Contractor
Principal-Agent Relationship
- What are the types of principals?
- What is required to form a principal-agent relationship?
- What are the duties of a principal?
- What are the duties of an agent?
Personal Liability of Principal and Agent
- What is the authority of an Agent to Bind Business in Contract?
- When are Agents liable to principals and third parties?
- What is Respondeat Superior?
- What is a Frolic and Detour?
Ending the Agency Relationship
Business Entities
Why is studying business entities important?
Considerations When Forming a Business Entity
Holistic (Detailed) Overview of Setting Up a Business Entity
Business Entities Types and Characteristics
- What are Business Entities?
- What is a Closely-held vs Publicly-held Business?
- What are the main types of business entity?
- What are the primary characteristics of business entities?
- What is Creation of a business entity?
- What is Maintenance of a business entity?
- What is Continuity of a business entity?
- What is the Ownership structure of a business entity?
- What is Control of a business entity?
- What is Personal liability of owners of a business entity?
- What is Compensation of business owners?
- What is Taxation of a business entity?
- What is Sales & Use tax?
- What are payroll and self-employment taxes?
Breakdown of Specific Business Entities
- Sole Proprietorships
- Partnerships
- Model Laws
- Partnership Agreement
- At-Will Partnerships
- Responsibilities of Partners to the Partnership
- Funding the Partnership
- How are Partners Compensated
- Terminating the Partnership
- Types of Partnerships
- Limited Liability Company (LLC)
- Corporation
- Non-Profit Organization
More Depth on Business Entities
Corporate Governance
Corporate Governance Law (Intro)
Understanding Business Governance
- What is Business Governance?
- Who are the members of a corporation?
- Ownership Structure
- What is a closely-held corporation?
- What is a Private Company vs a Public Company?
- What is the role and purpose of the corporation?
- What is the Agency theory of corporate governance?
- What is the Stakeholder theory of corporate governance?
- What is the role & rights of Shareholders in the corporation?
- What are the variations on attributes of Ownership structure?
- What are the fiduciary duties owed by shareholders?
- When is a shareholder personally liable for corporate obligations?
- Shareholder Protections
- How can shareholder enforce their rights (direct and derivative actions)?
- What is the process for bringing a Derivative action?
- What are corporate vote Proxies?
- Proxy Fight or Contest Definition & Explanation
- What is Shareholder Activism and the significance of Institutional Investors?
Board of Directors
- Overview of Board of Directors
- What is the role of the Board of Directors?
- What is the composition of the board of directors?
- Corporate Committees
- What standards govern the actions of the board of directors?
- Duty of Candor Definition
- Duty of Care (Board of Directors)
- Duty of Loyalty (Directors)
- Board Evaluation Definition
- What is the Business Judgment Rule?
- What is D&O insurance?
- Codetermination (Foreign)
Officers
- What is the role of Managers of the corporation?
- What standards govern manager actions?
- Common Officer Positions
Corporate Governance Laws & Influences
- What are the primary state and federal corporate governance laws?
- What is the role of the state in corporate governance?
- What is the role of Securities Laws in corporate governance?
- What is the role of the Foreign Corrupt Practices Act in corporate governance?
- What is the Sarbanes-Oxley Act (SOX) effect on corporate governance?
- What is the Dodd-Frank Wall Street Reform and Consumer Protection Act effect on corporate governance?
- Corporate Monitors
- What industry organization standards affect corporate governance?
- How do proxy advisory firms affect corporate governance?
- What is the role of ethics in corporate governance?
Corporate Governance Issues
- What are the major causes of corporate governance issues?
- What are the access to information issues?
- What are decision-making structure issues?
- What are the power struggle or competition issues?
- What are hostile takeovers and defenses to hostile takeovers?
- Williams Act
- Staggered Board
- Shark Repellent Defenses?
- Poison Pill Defenses?
- Delay-Tactic Defenses?
- Legal Lockup Defenses?
- White Knight and Pac Man Defenses?
- Jonestown Defense
- Lady Macbeth Strategy
- Macaroni Defense
- Yellow Knight
- Back-end Plan Definition
- Backflip Takeover Definition
- Dead Hand Provision Definition
- Kamikaze Defense
- Operating Company Property Company Model
- Whitemail
- Scorched Earth Policy Definition
- Revlon Rule
- What are benefit-alignment issues?
Foreign
Securities Law
Understanding Securities Law
- Securities Law (Intro)
- What are Securities Laws?
- What is a Security?
- What qualifies as an Investment contract?
- What are the primary federal securities laws?
- What are the regulatory goals of security laws?
- What is the Securities and Exchange Commission?
- What is an Initial Public Offering?
- What is a Direct Public Offering?
- What is Crowdfunding?
- What is an Offer to Sell securities?
- Who are the parties regulated in an offer to sell securities?
- What are the primary disclosure documents required in an offer to sell securities?
- Registration of Securities
- What is an issuer allowed to do at each stage of the registration process?
- How are issuers classified for purposes of the registration and offering process?
- What is an issuer allowed to do during the Pre-filing Period?
- What are the limitations on the issuer during the Post-filing, Waiting Period?
- What is an issuer allowed to do during the Post-Effective Period?
- What is an Emerging-Growth Company?
- What type of information must an issuer disclose?
- What laws govern the mechanics of disclosure in a securities offering?
- Deficiency Letter (Securities Law)
Registration Exemptions Securities Act of 1933
- What are Exempt Securities and Exempt Transactions?
- What are Restricted Securities?
- What is a Section 3 Exemption from registration?
- What is a Rule 147 Exemption?
- What is a Section 4(a) Exemption?
- What is a Regulation A Exemption?
- What are Regulation D Exemptions?
- What is Rule 502(d) and the Rule 144 Safe Harbor?
- What are the disclosure requirements for companies employing an exemption?
- What is the requirement to file Form D?
- What is the effect of failing to register an offering under Section 5?
Liability Under the Securities and Exchange Act of 1933
- What is civil liability under Section 11 of the 33 Act?
- What is civil liability under Section 12 of the 33 Act?
- What are defenses available to charges under Sections 11 and 12?
- What is civil liability under Section 17 of the 33 Act?
- What is potential criminal liability under the 33 Act?
The Security Exchange Act of 1934
- When must an issuer register pursuant to the 34 Act?
- What disclosures are required of reporting companies under the 34 Act?
- What is liability under Section 10(b) and Rule 10(b)(5)?
- What is insider trading under Rule 10(b)(5)?
- What damages are available under Section 10 and Rule 10(b)(5)?
- What is insider trading under Section 14 of the 34 Act?
- What is liability under Section 16 of the 34 Act?
- What is liability under Section 18 of the 34 Act?
- What is criminal liability under the 34 Act?
Employment Laws
Understanding Employment Laws
- Employment Law (Intro)
- Who is an employee under the employment law?
- What characterizes the employer-employee, At-Will relationship?
Major Employment Laws
- What are the major employment laws?
- What are the taxation requirements imposed upon employers?
- What is the Fair Labor Standards Act (FLSA)?
- Family Medical Leave Act (FMLA)?
- Worker Adjustment and Retraining Act (WARN Act)?
- Occupational Safety and Health Act (OSHA)?
- Employee Retirement Income Security Act (ERISA)?
- Active Participant Status
- Defined Benefit Plan
- Defined Contribution Plan
- Cash Balance Plan
- Pension Benefit Guaranty Corporation
- Blackout Period
- Benefit Allocation Method
- Multinational Pooling
- DB(k) Plan Definition
- Employee Contribution Plan
- Unit Benefit Plan
- Top Hat Plan
- Non-Discrimination Rule
- Alternative Minimum Cost Method
- Consolidated Omnibus Budget Reconciliation Act (COBRA)?
- Health Insurance Portability and Accountability Act (HIPAA)
- Workers Compensation Laws?
- Unemployment
- Employment Verification Laws?
- Workplace Privacy Laws?
Other Employment Laws
Employment Agreements
Employment Discrimination
Understanding Employment Discrimination
Employment Discrimination Laws
- What are the major Employment Discrimination laws?
- Civil Rights Act of 1866 (1981 Actions)
- Age Discrimination in Employment Act (ADEA)
- Americans with Disabilities Act (ADA)
- The Rehabilitation Act
- Genetic Information Non-Discrimination Act (GINA)
- Discrimination in Health Coverage
- Uniform Service Employment and Reemployment Rights Act (USERRA)
- Sexual Orientation and Identification
- What is Affirmative Action?
What is employment discrimination protection under state law?
Discrimination Under Title VII of the Civil Rights Act
- Overview of Title VII (Civil Rights Act of 1964)
- What is employment discrimination under Title VII?
- How are Title VII protections enforced?
- Types of Discrimination
- What is race discrimination under Title VII?
- What is national origin discrimination under Title VII?
- What is religious discrimination Under Title VII?
- What is sex discrimination under Title VII?
- What is sexual harassment or Hostile work environment under Title VII?
- What is pregnancy discrimination under Title VII?
Consumer Protection Law
Understanding Consumer Protection Law
- Consumer Protection Law (Intro)
- What is consumer protection law?
- Ex: Cooling Off Rule
- What major federal laws protect consumers?
Regulatory Agencies
- What is the Federal Trade Commission
- Commercial Practices Prohibited by FTC?
- Consumer Financial Protection Bureau
Fair Credit Reporting Act
- What is the Fair Credit Reporting Act?
- Users of Information?
- Reporting Agencies?
- Furnishers of Information?
- Enforcement?
Other Consumer Protection Laws
- Truth in Lending Act
- Fair Debt Collection Practices Act
- Fair Credit Billing Act
- Electronic Funds Transfer Act
- Electronic Funds Transfers (EFT)
- Equal Credit Opportunity Act
- Regulation B
- Consumer Credit Protection Act
- Consumer Advisory Council
- Consumer Financial Protection Act
- Consumer Product Safety Act
- Consumer Product Labeling Laws
- Credit Repair Organization Act
- Federal Food, Drug, and Cosmetic Act
- Magnuson-Moss Warranty Act
- Privacy Act of 1974 (Privacy Act)
- Personally Identifiable Information
- Right to Financial Privacy Act of 1978 (RFPA)
- Electronic Communication Privacy Act of 1986 (ECPA)
- Childrens Online Privacy Protection Act of 1986 (COPPA)
- Privacy Policy
- CAN SPAM Act
Antitrust Law
Antirust Laws
- What is Antitrust Law?
- What are the Major Antitrust Laws?
- What government agency enforces antitrust law?
- What Sanctions are available under antitrust law?
The Sherman Act
- What is the Sherman Act of 1890 (Sherman Act)?
- What is a Contract, Combination, of Conspiracy in restraint of trade?
- What is Per Se Illegality and the Rule of Reason?
- What is a Monopoly?
- What businesses are exempt from the Sherman Act?
Horizontal Restraint Sherman Act?
Vertical Restraints Sherman Act
- Resale restraint?
- Exclusive dealing?
- Tying products?
- Territorial agreements?
- What is Monopolization under the Sherman Act?
Clayton Act
- What is the Clayton Act of 1914 (Clayton Act)?
- What is price discrimination under the Clayton Act?
- What are special arrangements prohibited under the Clayton Act?
- When are tying contracts an illegal restraint under the Clayton Act?
- When are reciprocal dealing contracts an illegal restraint under the Clayton Act?
- How does the Clayton Act regulate mergers and acquisition?
- FTC Act Antitrust Law
Secured Transactions
Secured Transactions Law (Intro)
Security Interests Explained
- What is a Security Interest?
- What is a Secured Creditor?
- What are the benefits of security interests for creditors?
- Uniform Commercial Code - Article 9
- What are the common types of security interest in real property (land)?
- What is a mortgage?
- How does a security interest protect the mortgage holder?
- What is a Deed of Trust or Security Deed?
- What is a Land Sale Contract?
Security Interest in Personal Property
- What is a security interest in personal property?
- How does one establish a security interest in personal property?
Establishing a Security Interest
- What is Perfection of a security interest?
- What are the methods of perfecting a security interest in personal property?
- How does one establish a security interest in real property (land)?
- What is Automatic Perfection of a security interest?
- What is a Purchase Money Security Interest (PMSI) in consumer goods?
- What is a Purchase Money Grace Period for a PMSI in non-consumer goods?
- How does one continue perfection of a PMSI in non-consumer goods?
- What is Temporary Automatic Perfection in Proceeds from the sale of goods?
- How is a security interest created in Assignment of Accounts Receivable and Contract Rights?
- How does one perfect a security interest by Possession of the collateral?
- How does on perfect a security interest by Control of collateral?
- How does one perfect a security interest by Filing a Financing Statement?
- What authorization is required to file a financing statement?
- Where is the appropriate office to file a financing statement?
- Defeasance
- Continuation Statement
Understanding Priority of a Security Interest
- What is Priority of a security interest?
- What role does perfection play in establishing the Priority of a secured party?
- What are the common conflicts arising as to priority of a security interest?
- What is the priority of parties secured by common law and statutory liens?
- What is the priority of a buyer of collateral that is subject to a security interest?
Defenses Against Security Interests
- What is required to be a buyer in the ordinary course of business?
- How does 9-320(b) protect consumers who purchase goods from other consumers?
- What is the Shelter Principle?
Priority of Conflicting Security Interests
- What are the general Priority Rules for Conflicting security interests?
- Who has Priority in Proceeds from the sale of collateral?
- What is a secured party's priority in future advances to a debtor?
- What is the priority of a PMSI in goods (other than inventory and livestock)?
- What is the priority of a PMSI in inventory?
- What is the priority of conflicting PMSIs?
- What is the priority of security interests in fixtures?
- What is the scope of fixture priority rules?
Commercial Paper
Understanding Commercial Paper
- Commercial Paper (Intro)
- What is Commercial Paper?
- Negotiable Instrument
- What are the common types of commercial paper?
- Who is a Holder of a negotiable instrument?
- Commercial Paper Funding Program
Negotiability of Commercial Paper
- What is Negotiability and why is it important?
- What is required for commercial paper to be negotiable?
- When does commercial paper contain an Unconditional promise to pay?
- What is Payable on Demand or Payable on Time?
- What is Order Paper and Bearer Paper?
- How is a payee identified on the negotiable instrument?
- What rules does the court apply in determining negotiability?
Negotiation or Transfer of Commercial Paper
- How is commercial paper negotiated to a holder?
- What is Transfer of a negotiable instrument?
- What is Indorsement of a negotiable instrument?
- What are the various types of indorsement?
Primary Obligation to Pay Commercial Paper
- How does a holder receive payment on a negotiable instrument?
- Who is potentially liable on (or obligated to pay) a negotiable instrument?
- When is an individual liable for a representative signing a negotiable instrument?
- What rules apply if a holder loses a negotiable instrument?
- When is payment of a negotiable instrument overdue?
Underlying Obligation
Holder in Due Course
- What is a holder in due course?
- What are the requirements for a holder to become a holder in due course?
- Receive an instrument for value?
- Receive an instrument in good faith?
- Receive an instrument without notice of a valid defense?
- How does discharge of the Underlying Obligation affect a holder in due course?
Defenses Against Payment of a Negotiable Instrument
- What is the Shelter Rule?
- Can you limit a transferee from becoming a holder in due course?
- Personal Defenses?
- Real Defenses?
- What is a Claim in Recoupment?
- What are the rights of a holder in due course if the instrument involves a consumer transaction?
- What happens if a negotiable instrument is Forged?
- What happens if a negotiable instrument is Stolen?
Secondary Liability to Pay a Negotiable Instrument
- Guaranty or Guarantee
- What is the role of a Guarantor or Surety of a negotiable instrument?
- What is an Accord & Satisfaction?
- What is primary and secondary liability on an instrument?
- What is Drawer or Maker Liability for a negotiable instrument?
- What is Transferor Warranty of a negotiable instrument?
- What is Indorser Warranty of a negotiable instrument?
- What is Presentment Warranty of a negotiable instrument?
- What is a warrantors liability for a dishonored note or draft?
- What is the time limitation for warranty of a negotiable instrument?
- When are the warranties of a negotiable instrument discharged?
Bankruptcy Law
Understanding Bankruptcy
Bankruptcy Process
- Who are the participants in the bankruptcy process?
- Key concepts behind the bankruptcy process?
- What rules govern the bankruptcy process?
- What the authority of the bankruptcy court?
- What is the authority of the trustee (debtor in possession) in bankruptcy?
- What assets of the debtor are included in the bankruptcy estate?
- What is the automatic stay in bankruptcy?
- What is a claim by creditors of the bankruptcy estate?
- What is voluntary and involuntary bankruptcy?
Business Bankruptcy Process
- What is the Chapter 7 bankruptcy process?
- What is the Chapter 11 bankruptcy process?
- How to File Bankruptcy for a Business
Authority of the Debtor in Possession
- Accept or reject contracts?
- Avoiding powers?
- Stay of Proceeding?
- Use of Business Assets?
- Post-Petition Financing?
Finalizing the Bankruptcy Process
Environmental Law
Overview of Environmental Laws
- Environmental Law (Intro)
- What are environmental laws?
- What is the structure of environmental protection law?
- What is the Environmental Protection Agency?
- How are environmental laws enforced?
National Environmental Policy Act
Clean Air Act
- What is the Clean Air Act?
- State Implementation Plan?
- New Source Performance Standards and New Source Review?
- Prevention of Significant Deterioration?
- Non-attainment Areas?
- Interstate Pollution?
- Enforcement?
Clean Water Act
Laws Targeting Animals
Waste Disposal
Intellectual Property
Understanding Intellectual Property
- Intellectual Property Law (Intro)
- What is Intellectual Property?
- What is the purpose in granting intellectual property rights?
- What is required to capture or secure intellectual property rights?
- Work for Hire
- California Labor Code 2870
Trade Secrets
Patent Rights
- Patents or patent rights?
- Primary types of patents?
- Requirements for a valid patent?
- Requirements for a design patent?
- Requirements for a utility patent?
- Plant Patent?
- Process for securing patent rights?
- Provisional Patent?
- What Does Patent Pending Mean?
- Process for enforcing ones patent rights?
- Patent Troll
Trademarks
- What is a Trademark?
- Types of trademark?
- Requirements to capture trademark rights?
- Distinctiveness requirement for a Trademark?
- Determining whether a trademark is sufficient distinctive?
- What is Federal Trademark Registration?
- Protections of trademark rights under state law?
- Primary reasons for rejecting a trademark application?
- Common trademark designations?
- Trademark infringement?
- Enforce trademark rights?
- Demonstrate infringement of a trademark?
Copyrights
- What is a copyright?
- Basics of Copyright Law
- What is the process for registering a copyright?
- Who may claim and secure copyright protection?
- What are infringement and the process for enforcing a copyright?
- What are the defenses available against a claim of copyright infringement?
- What is Fair Use of copyright?
- What is the First Sale Doctrine?
International Intellectual Property
International Law
Understanding International Law
International Government Organizations?
- United Nations
- United Nations Commission on International Trade law
- United Nations Conference on Trade Development
- North Atlantic Treaty Organization
- International Monetary Fund
- Other Economic Development Organizations
- World Bank
- World Trade Organization
- European Union
- What international courts exist and what are their functions?
International Business
- What are the methods of carrying on international business?
- What are the legal risks associated with carrying on international business?
- What major international agreements affect international trade?
- When is carrying on business in a foreign country prohibited by US law?
- What is the significance of boycotts between foreign countries?
- What US laws apply to limit business transactions in foreign countries?
- What regulations apply to exports from the United States?
- What are the legal limitations on importing goods into the United States?
International Legal Disputes
Immigration Law
Inheritance, Trusts, & Estates
Inheritance and Probate
- Probate
- Last Will & Testament
- Bequest
- Per Stirpes
- Ademption
- Abeyance
- Elective Share
- Escheat
- Qualified Domestic Relations Order (QDRO)
- Declaration of Trust
- Acceptance of Office by Trustee
- Beneficiary of a Trust
- Types and Characteristics of Trusts
- Asset Protection Trust
- Bare Trust
- Blind Trust
- Charitable Lead Trust
- Charitable Remainder Trust
- Charitable Remainder Annuity Trust
- Credit Shelter Trust
- Discretionary Trust
- Generation Skipping Trust
- Grantor Trust Rules
- Living Trust
- Inter Vivos Trust
- Revocable Trust
- Irrevocable Trust
- Qualified Domestic Trust (QDOT)
- Qualified Terminal Interest Protection Trust (QTIP)
Others Planning Mechanisms
Insurance & Risk Management
Understanding Insurance Law
- Insurance Law (Intro)
- What is insurance?
- Insurance Company
- Risk & Insurance
- What is an insurance contract?
- What is an insurable interest?
- What are the common categorizations of insurance?
- Insurance Regulators and Major Organizations
- Insurance Certifications
- Associate in Insurance Services (AIS) Definition
- Associate in Loss Control Management Definition
- Associate in Marine Insurance Management Definition
- Associate in Personal Insurance Definition
- Associate in Reinsurance (ARe) Definition
- Associate in Risk Management Definition
- Associate in Commercial Underwriting Definition
- Associate in Insurance Accounting and Finance Definition
- Associate in Surplus Lines Insurance Definition
- Chartered Insurance Professional Definition
- Chartered Life Underwriter Definition
- Chartered Property Casualty Underwriter Definition
Common Types of Insurance Coverage
Business Insurance & Risk Management- Insurance Considerations for Business
- Types of Business Insurance
- Alternative Risk Transfer Market Definition
- Commercial Property Casualty Market Index Survey
Insurer Insured Relationship
- What are the primary obligations of the insurer?
- What are the primary obligations of the insured?
- What is the general structure of an insurance contract?
- What are the common disputed provisions in an insurance contract?
- What is required for the termination of an insurance contract?
- Risk Management
- Forecasting (Business)
- Objective Probability
- Subjective Probability
- Unconditional Probability
- Enterprise Risk Management (ERM)
- Types of Risk
- Risk Mitigation Activities
- Barra Risk Factor Analysis Definition
- Industry-Specific Risk Management