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An employer may order a plant closing or mass layoff before the conclusion of the statutory sixty-day notice period if the closing or mass layoff is caused by business circumstances that were not reasonably foreseeable. Clay Ward Agency, Inc.; assumption of personal liability by a member of an LLC is so antithetical to the purpose of a limited liability company that it must be stated in unequivocal terms. In order for media coverage to infect a trial with unfairness, a juror's preconceived notions of guilt or innocence must prevent him or her from rendering a verdict based on the evidence presented in court. Even when capital defendant family members and defendant himself say no mitigating evidence, lawyer must make reasonable efforts to obtain and review prosecution evidence of aggravation at sentencing phase of trial. Counsel's failure to obtain the defendant's express consent to a strategy of conceding guilt in a capital trial does not render counsel's assistance ineffective when it is reasonable under the circumstances. a defendant can lose his right to be present at trial if, after warning by the judge, he conducts himself in a manner so disorderly, disruptive, and disrespectful of the court that trial cannot be carried on with him in courtroom. Millard Refrigerated Services, Inc.; limitation of liability in a warehouse receipt will limit liability, unless the damage was from the the warehouse's conversion of the goods to its own use. Chase Bank, USA; Unauthorized use of a credit card is use of the card by someone without actual, implied, or apparent authority to make charges, and from which the cardholder receives no benefit. Shell Oil Co.; claim for bad faith price setting; a price in an open price contract is set in good faith if it is commercially reasonable and nondiscriminatory; disparate pricing between jobbers and dealers is not evidence of discrimination Central Washington Refrigeration, Inc. Barbee; Uniform Commercial Code; indemnity actions are governed by separate statute of limitation; implied right of indemnity; separate equitable cause of action; UCC. Certified Packaging Corp.; security interest includes the proceeds from a recovery for decreased value of collateral, and not for loss of use of the collateral; destroyed property; damaged property.

What is ethical; business ethics; ethical issues; ethics requirements; ethical responsibility; ethical standards; attorney ethics and professional responsibility; legal ethics; mandatory ethics CLE; ethics class; ethical businesses. Energy Systems, Inc.; mere congregation of a corporation's directors in same room does not necessarily result in a board meeting, and does not obviate the need for adherence to corporate bylaws and General Corporation Law. Haft; Under Delaware corporation law, an interest sufficient to support an irrevocable proxy must either be an interest in the stock itself or an interest in the corporation generally, such as being CEO. Shareholders Litigation; The fiduciary duty of loyalty requires directors and officers to offer investment opportunities derived from corporate business to the corporation before acting on them individually. Private Securities Litigation Reform Act; Connect the inferences fraud Rule 10b-5. Securities and Exchange Commission; Because investors rely on the reputation, integrity, independence, and expertise of an underwriter, the underwriter has a obligation to investigate and disclose material facts. Despite a claim of innocence, the fifth amendment protection against self-incrimination is available to all those who have reasonable cause to apprehend danger from a direct answer. Perjury; criminal defendant is not deprived of the effective assistance of counsel when his lawyer admonishes him not to give perjured testimony and threatens to disclose to the court any false testimony the defendant may give.

Public Company Accounting Oversight Board; Multi-level protection of executive officers from removal is contrary to Article II of the Constitution's vesting of the executive power in the President; Sarbanes-Oxley; inferior officers Match-E-Be-Nash-She-Wish Band of Pottawatomi Indians v. Thomas; when services provided by shareholders and their counsel result in a financial benefit to the corporation, they are entitled to a fair fee. Underwriters performing a due-diligence investigation of two bond offerings by World Com, had a limited number of conversations with the stock issuer and its auditor, made only cursory inquiries, failed to look behind formulaic answers to questions. First Derivative Traders; For purposes of Rule 10b-5, the maker of a false statement is the person who has the ultimate authority over the statement, including content and distribution. Independent source doctrine applies to both evidence obtained for the first time during independent lawful search, and also to evidence initially discovered during, or as consequence of unlawful search, but later discovered independently. A buyer of goods, who gives value for the goods and receives them after the certificate of title is issued, takes the goods free of a security interest perfected in another jurisdiction.

Patchak; suits under the APA must satisfy both Article III's standing requirement and be arguably within the zone of interests protected or regulated by the violated statute. Harris; Amending agency interpretation; when agency gives regulation a definitive agency interpretation, significant revisions require notice and comment under the APA. Duff & Phelps, Inc.; If a closely held company withholds from an employee-stockholder material information about possible increases in stock value in breach of its fiduciary duty, the employee-stockholder may be entitled to damages. M & F Worldwide Corp.; business judgment standard of review governs going private mergers with a controlling stockholder if independent special committee and informed vote of a majority of the minority stockholders. Oklahoma Alcoholic Beverage Laws Enforcement Commission; the type of business entity chosen may affect the types of business that can be conducted by the entity if it affect the licenses the entity may obtain. Ritter; In the absence of red flags alerting corporate directors to misconduct, good faith is measured by the directors' actions to assure that a reasonable reporting and information system exists. Underwriters performing a due-diligence investigation of two bond offerings by World Com, had a limited number of conversations with the stock issuer and its auditor, made only cursory inquiries, failed to look behind formulaic answers to questions. Colkitt; Under § 29(b) of the Securities Act of 1934, party may rescind contract that, when made or as performed, violates federal securities laws; convertible debenture; debenture; rescission; scienter. National Australia Bank, Ltd.; Subject matter jurisdiction in a fraud case exists if conduct in the United States was more than merely preparatory to fraud, and directly caused losses to foreign investors abroad; extraterritorial jurisdiction Business Roundtable v. WPCS Int'l Inc; A beneficial owner's acquisition of securities directly from an issuer, at the issuer's request and with the board's approval, is a "purchase" of those securities under Section 16(b). Right against self incrimination; right to counsel.

Traditional Baking, Inc.; clients are the principals, the attorney is an agent; under law of agency, principal is bound by agent's deeds, except attorney misconduct outside the scope of employment. 8(a)(2) short and plain statement of the claim showing that pleader is entitled to relief, give the defendant fair notice of claim and grounds upon which it rests. General Motors Corp.; sanctionable spoliation is destruction or material alteration of evidence or failure to preserve property for another's use as evidence in pending or reasonably foreseeable litigation; manufacturer opportunity to inspect Harnden v. Darue Engineering & Manufacturing; federal forum for federal tax litigation sufficiently substantial for exercise of federal question jurisdiction; federal title law; division of labor between state and federal courts United Oil Co. Parts Associates, Inc.; may obtain discovery regarding any matter, not privileged, relevant to claim or defense; other lawsuits regarding similar products relevant to a defendant's failure to warn; indemnify; indemnity agreement. UBS Warburg LLC; corporate counsel has duty to communicate discovery obligations so all relevant information is discovered, retained, and produced; once duty to preserve attaches, identify all sources of discoverable information. Injury in fact and redressability must be established even under a federal statute conferring a private cause of action, private right of action, standing, personal injury, public, injury in fact. Federal cigarette advertising regulations preempt conflicting state regulations, congress expressly preempts state or local action, conflicting state regulation must yield to federal law, supremacy clause. Seelig, Inc., Barriers to commercial traffic between states, direct or indirect, violate the Commerce Clause when purpose and effect of such barriers is to suppress or mitigate the consequences of competition between states. Oneida-Herkimer Solid Waste Management Authority; Laws that favor government operations, but that treat all private businesses equally, do not violate the Commerce Clause; dormant commerce clause. Police dog; drug dog sniff luggage; K-9 dog; investigative detention; when officer's observations lead him reasonably to believe that luggage contains narcotics, officer may detain luggage briefly to investigate circumstances that aroused his suspicion. when police investigation is no longer general inquiry into unsolved crime but focuses on particular suspect in police custody, must allow opportunity to consult with lawyer or warn of absolute constitutional right to remain silent. These grounds are extreme such ascorruption, fraud, partiality, misconduct, etc. William and Martha Messerly; as-is clause may defeat grant of rescission for mutual mistake relating to a basic assumption that materially affects the parties' agreed performance.

Allapattah Services; class action, if named plaintiff meets requirement, supplemental jurisdiction over claims in same case or controversy even if claims for less than jurisdictional amount for diversity jurisdiction; Article III. Three branches of government; grant of executive authority cannot be overridden by a congressional veto, once congress has acted to vest authority in an administrative agency, it cannot act to overturn the action of that agency in the absence of further l Sequestration, budget appropriations cannot be delegated to a legislator the delegation of executive functions to a legislative administrator violates the constitutionally imposed doctrine of separation of powers. When officers have reasonable suspicion that person has committed crime or is about to commit crime, they may temporarily detain individual for questioning no longer than necessary to serve purposes of stop. Mattel, Inc.; The FAA provides the exclusive grounds for expedited vacatur and modification of arbitration awards. American Ash Recycling Corp.; The bargain theory of consideration does not actually require that the parties bargain over the terms of the agreement; rather, a promise and a reciprocal conventional inducement.

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