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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.
A plaintiff seeking to challenge a government regulation as an uncompensated taking of private property may proceed only by alleging a physical taking, a total regulatory taking, a Penn Central taking, or a land-use exaction. United States; CERCLA does not mandate joint and several liability; scope of liability must be determined from traditional and evolving principles of common law. Atlantic Research Corp; CERCLA § 107(a)(4)(B) provides Potentially Responsible Parties (PRPs) with a cause of action to recover, from other PRPs, costs voluntarily incurred in cleaning up a contaminated site; contribution. Movants, protective order, federal rule of civil procedure 30(b)(2), record a deposition by nonstenographic means and is given the choice of the method of recording, absent annoyance, embarrassment, oppression, and undue burden or expense. Benguet Consolidated Mining Co.; exercise general jursidiction gives court authority to hear all claims at place of defendant's domicile or place of service, without showing connection between specific claims and forum state. Independent counsel; subpoena duces tecum; ad testificandum. RAM Holdings, Inc.; When the examination of extrinsic evidence does not lead to an obvious, objectively reasonable conclusion, the court may apply the forthright negotiator principle. Donovan; A contract is not enforceable if an essential term is indefinite or a promise to perform is illusory, but may enforce if extrinsic evidence makes more definite and the promise to perform less illusory. Certifying a corporation's financial condition, question for the jury, fairly presented the financial condition of a corporation, generally accepted accounting priniciples, generally accepted auditing standards, material, materiality. Superior Court; A disclaimer in a standard job application advising an applicant that he or she need not complete certain sections as provided by local law must be clear and conspicuous . Proctor Hospital; Under the cat's paw theory, discriminatory animus of non-decisionmakers can be imputed to decisionmakers only when the non-decisionmaker has a singular influence over the decisionmaker and uses that influence. Metropolitan Government Nashville; Under Title VII, an employee may "oppose" unlawful employment practice as required as a condition precedent to a retaliation claim even though opposition is not expressed as a discrimination claim. De Stefano; Under Title VII, before an employer can engage in intentional discrimination for the asserted purpose of avoiding or remedying an unintentional disparate impact, must have a strong basis to believe disparate-impact liability. Schneider National, Inc.; An employer is free to decide that some physical and mental characteristics that do not constitute an impairment are more or less preferable and may make individual employees more or less suitable for the job. Legal Aid Society; Under the Americans with Disabilities Act and Rehabilitation Act (ADA), employers must accommodate requests that facilitate arrival and departure from workplace if no undue hardship on operation employer's business. Walters; Specific information provided by employer to employee, in course of employment, and for sole purpose of servicing employer's customers, is legally protectable as confidential proprietary information. Search of passenger compartment of automobile is permissible if officer has reasonable belief, based on specific and articulable facts and rational inferences from facts, that suspect is dangerous and may gain immediate control of weapons. The determination of whether a sale of collateral was commercially reasonable requires a consideration of the totality of the circumstances surrounding the sale. Initio Partners; In corporate litigation, the court may order the payment of counsel fees and related expenses to a plaintiff whose efforts resulted in the creation of a common fund or the conferring of a corporate benefit. Elevator Co., Inc.; Benefits accruing for services rendered prior to the bankruptcy petition ordinarily relate back to the date of the services but "retiree benefits" under the Bankruptcy Code have a priority claim. De Wolff, Boberg & Associates, Inc.; Although no remedy is available for individual injuries in defined contribution plan, individuals may recover for fiduciary breaches that impair the value of plan assets in the participant's individual account. Sixth amendment confrontation clause demands, for an out of court statement to be admitted into evidence, the witness must be unavailable and defendant must have prior opportunity to cross examine the declarant. The confrontation clause is not violated by the admission of a nontestifying codefendant confession, with proper limiting instruction, when the confession is redacted to eliminate defendant name and any reference to her existence. Under the fifth amendment, a prosecutor may not comment on a defendant s decision not to testify at his trial and the court may not instruct the jury that the defendant's silence is evidence of his guilt. The fifth amendment protection against double jeopardy bars trial of an acquitted defendant on another charge unless the prior acquittal was based on evidence other than that involved in the second prosecution. Person who has been held in criminal contempt for committing criminal offense may not be criminally prosecuted for committing underlying offense if prosecution for the criminal offense does not require proof of different facts. A penalty will implicate the double jeopardy clause only if there was a legislative intent that the penalty be criminal in nature and if the statutory scheme is so punitive as to make the remedy criminal. A judge may not increase a sentence beyond the maximum allowed for an offense based on facts not proven at trial or admitted as a part of the guilty plea. In order to challenge a death sentence on the basis of racial discrimination, a defendant must show either a discriminatory purpose in his case or a discriminatory purpose in enacting or maintaining the death penalty. Under the eighth amendment, bail must be reasonably fixed to ensure a defendant will appear at trial based on the specific facts of the crime charged and not the character of the crime. If have probable cause to believe automobile contains articles that they may be entitled to seize, may search the vehicle pursuant to lawful arrest, without warrant, or impound vehicle into police custody to search at later time. Voluntary consent of any joint occupant of a residence to search the premises jointly occupied is valid against the co-occupant, permitting evidence discovered in the search to be used against the latter at a criminal trial. A secured party may not recover a deficiency judgment if sale of the collateral was commercially unreasonable, but the debtor may recover damages for the creditor's failure to comply with legal requirements for a sale. In re Toshiba America HD DVD Marketing and Sales Practices Litigation; express warranty is not created by mere puffery; a statement about future performance may create express warranty if it is an affirmation or representation. Marshall; bankruptcy judges are not constitutionally vested with jurisdiction to decide state common law claims against an entity that is not otherwise part of the bankruptcy proceedings; Northern Pipeline; Norberg. Ickes; the border search doctrine is not subject to a First Amendment exception; the government's interest in preventing the entry of unwanted persons and effects is at its zenith at the international border Employee handbooks; employee manual; human resources; anti-fraternization policy; workplace romance; non-fraternization policy; anti-fraternization policies; employee rights; dating a coworker; coworker relationships; employment lawyer. Private Securities Litigation Reform Act; the allegations in the complaint, taken together, must give rise to an inference of scienter, which requires that the defendant made false statements, knowing that they were false. Makor Issues & Rights, Ltd.; Private Securities Litigation Reform Act survives motion to dismiss only if reasonable person would deem inference of scienter cogent and at least as compelling as any opposing inference; scienter. Criminal defendant due process rights are violated if the prosecutor charges defendant with a more serious crime after defendant exercises statutory right to challenge conviction for less serious offense arising from the same conduct. a criminal defendant in federal court is not entitled to a dismissal of the indictment because the prosecutor failed to present to the grand jury substantial exculpatory evidence. no need for severance exists until a defendant makes a convincing showing that he has both important testimony to give concerning one count and a strong need to refrain from testifying on the other. A bank or other institution that receives a check for deposit has a duty to exercise due care to make sure that the depositor is the intended recipient of the funds. 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.