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Business Law 210 Exam 2 Study Guide (Houser)

by: Christina Nguyen

Business Law 210 Exam 2 Study Guide (Houser) BLAW 210

Marketplace > Washington State University > BLAW 210 > Business Law 210 Exam 2 Study Guide Houser
Christina Nguyen
Business Law
Dr. Houser

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About this Document

This is a study guide for Dr. Houser's exam 2. Anything italicized are my own examples.
Business Law
Dr. Houser
Study Guide
blaw, business law, blaw 210, business law 210, houser
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This 6 page Study Guide was uploaded by Christina Nguyen on Tuesday February 24, 2015. The Study Guide belongs to BLAW 210 at Washington State University taught by Dr. Houser in Winter2015. Since its upload, it has received 853 views.


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Date Created: 02/24/15
Business Law Exam 2 Study Guide Intellectual Property gt In an effort to protect things created from original thought such as music art literature and inventions the US Constitution set up Article 1 Section 8 that authorizes Congress quotto secure for limited times to Authors and Inventors the exclusive right to their respective Writings and Discoveriesquot I Intellectual property is the basis of the value of many corporations such as Microsoft I The main categories of intellectual property include copyrights trademarks patents and trade secrets Copyrights gt Copyrights protect quotoriginal works of authorshipquot gt Only the expression can be protected by copyright not the idea itself I products can only be patented I copyright has to be here physically gt To receive a copyright it is not necessary to file with the US Copyright Office I registering online or by mail is possible with a small fee I Simply placing quot quot with the first year of publication I ex Houser 2015 Copyright Protection means that you have the exclusive right to 1 reproduce copy 2 publish 3 display 4 perform or 5 prepare derivatives of your work gt Copyright protection lasts the entire life of the author plus 70 years from the year of death gt If a corporation or work for hire still owned by a corporation creates it this protection continues for 120 years from the creation date Infringement and Fair Use basically when someone copies your work without your permission Ex playing a movie at the frat house for all of the brothers gt Copyright infringement occurs when someone copies your work without your permission whether or not they do it for commercial purposes intentionally or unintentionally I Damages may range from actual damages to criminal prosecution for infringement I Section 107 of the Copyright Act is the fair use doctrine that provides an exception to this rule How Fair Use is Determined gt The work39s purpose and character Business Law Exam 2 Study Guide I more likely to find fair use if the copied work is used for education purposes rather than commercial gt Amount copied I more likely to find use if only a small percentage of the work is used gt Nature of the original work I more likely to find fair use if only a small percentage of the work is used gt The effect on the market I more likely not fair use if copied work displaces the sales of the original work Trademark a trade or service mark is quota word phrase symbol or design or a combination of those that identifies and distinguishes the source of the goods and services of one party from those of othersquot gt The purpose of a trademark is to prevent consumer confusion gt A trademark is constituted by a logo slogan name trade dress I trade dress how a business looks EX Abercrombie amp Fitch Super distinguishable their look can be protected gt If the name meets the requirements under the trademark classification it is protected under federal common law Filing a Trademark Federal gt State gt Google search it all gt Despite the common law protection available many companies choose to register their trademark with the Patent and Trademark Office PTO I First you must do a trademark search There are also many rules set out in the Lanham Trademark Act 1946 that prevents certain names logos and phrases from being trademarked I Although the initial federal registration is for ten years an affidavit indicating continuous use must be filed every five years and the registration itself renewed every ten years I TM may be used before registered is only for registered Classifications of Trademarks gt Arbitrary and Fanciful I Made up names completely unassociated with the product or service Ex Apple we think of computers now not the fruit Made up words or combinations of words work well too gt Suggestive I A name that suggests without describing the product Ex Chicken of the Sea rather than tuna of the sea Business Law Exam 2 Study Guide gt Descriptive I Not usually granted unless proven to have a strong public identification gt Generic I Names that have lost protection as company has failed to enforce ownership Ex Jet ski Kleenex Infringement and Dilution gt Infringement occurs when someone uses a trademark or a confusingly similar mark for his or her own use of which the original mark owner has to prove potential harm Ex Would a consumer be confused Kelly 39s restaurant in Pullman is fast food Kelly 39s Restaurant in Tampa is fancier Would people get this mixed up I Not looking at just the name but also the nature gt Dilution is a remedy for the owners of famous marks to protect against those using the mark in a way that would be harmful to the brand gt A company must enforce their rights or else risk losing their trademark protection Patents gt A patent is a statutory grant from federal government giving the inventor of a novel genuine not obvious product the exclusive right to make use and sell an invention I For a utility patent the right exists for 20 years from the date of application I Design patents are valid for 14 years gt Filing for a patent is expensive so many filed for a provisional patent application PPA as a costefficient temporary alternative Trade Secrets information is considered a trade secret if the business would lose its competitive advantage if known by its competitor gt Trade secrets can include customer lists formulas marketing techniques plans pricing info and research gt Trade secrets last over 20 years I The Uniform Trade Secrets Act gives protection as long as the owner takes reasonable steps to protect the information such as having employees and independent contractors sign confidentiality agreements and by keeping it under wraps EXAMPLES I Ex KF C recipe and Coca Cola recipe I Riskier than a patent Your company keeping it a secret is vital It can last forever if you keep it secretive Business Law Exam 2 Study Guide 39 If employee has access to your secret you should have them sign nondisclosure agreements so if they tell you can sue IF you have business consultants banks attorney etc have them sign as well How to Transfer Intellectual Property gt Assignment Agreement to sell your intellectual property gt License Agreement to keep your intellectual property but permit others to use it on your terms in exchange for money Note Licensing Agreements can be very lucrative EXAMPLES 39 Any transfer has to be in writing 39 You can sell any idea like an app Talk to a business sign a nondisclosure According to Houser best thing would be to not sell Instead license your ideaproduct then the company would have to give you money every time they sell it 1 Nonexclusive license Ex NFL multiple companies giving you money every time they sell your product 2 Exclusive licensing to only one company Ex if they told you they 39ll pay you more so long you don 39t licensesell idea to anyone else Shareholders Owners of a corporation who elect the board of directors and vote on fundamental changes in the corporation gt Shareholders meetings A meeting of the shareholders of a corporation that must be held by the corporation to elect directors and to vote on other matters 1 annual 2 special 3 proxy gt Quorum The number of directors necessary to hold a board meeting or transact business of the board gt Supramaj ority voting requirement A requirement that a greater than majority of shares constitutes a quorum of the vote of the shareholders gt Divided A distribution of profits of the corporation to shareholders gt Piercing the corporate veil A doctrine that says if a shareholder dominates a corporation and uses it for improper purposes a court of equity can disregard the corporate entity and hold the shareholder personally liable for the corporation39s debts and obligations l comingling of funds when you don39t have money for example but your corporation does and you write a check from corp account to pay your bills when you use money from corp for personal use you are acting like a sole proprietor 2 if corporation fails to keep up corporate formalities Business Law Exam 2 Study Guide Board of directors A panel of persons who are elected by shareholders to make policy decisions concerning the operation of a corporation gt Inside director o icers that are directors CEO is usually on the board gt Outside director board members that are not employees of the company gt Regular meetings of a board of directors are held at the times and places established in the bylaws gt A board can call special meetings of the board of directors as provided in the bylaws Corporate of cers Employees of a corporation who are appointed by the board of directors to manage the daytoday operations of the corporation Fiduciary Duties of Directors and Of cers gt The duties of care and loyalty owed by directors and officers to their corporation and its shareholders l Duty of loyalty A duty that directors and officers have to not act adversely to the interests of the corporation and to subordinate their personal interests to those of the corporation and its shareholders 2 Duty of care A duty of corporate directors and officers to use care and diligence when acting on behalf of the corporation SarbanesOxley Act gt A federal statute enacted by Congress to improve corporate governance gt The goals of the SarbanesOxley Act are to improve corporate governance rules eliminate con icts of interest and instill confidence in investors and the public that managements will run public companies in the best interests of all constituents shareholders Mergers and Acquisitions gt A situation in which one corporation is absorbed into another corporation and ceases to exist gt A merger occurs when one corporation is absorbed into another corporation 0 Surviving corporation 0 Merged Corporation Business Entities the most common types are gt Sole proprietorships simplest form of business organization 0 It exists when someone decides to start their own business EX Bert39s Lawn Service Business Law Exam 2 Study Guide The profits and losses from this business can be filed on Bert39s personal tax returns The main disadvantage is that Bert is personally liable for the business39 debts and liabilities damages too gt General partnerships when two or more people form a business for profit together No written agreement required and taxes can be filed on personal tax returns 0 All partners are personally liable for debts in the partnership 0 Partners have a fiduciary duty to one another in the business 0 The partnerships ends due to withdrawal bankruptcy or death of a partner or per agreement gt Limited partnerships agreements are required to be in writing or it will default to general 0 The main advantage is that nonmanaging partners can be labelled as limited partners and have no liability for partnership debts beyond their own investment Limited Partnerships must have one general partner and at least one limited partner It is terminated by death or withdrawal of a general partnership bankruptcy of general partner or by agreement gt Corporations 0 O Corporations are formed by individuals or groups filing Articles of Incorporation with the Secretary of State Double Taxation Corporations are taxed on its profits and the shareholders pay taxes on their dividends you pay more in taxes A corporation is owned by its shareholders people who hold certificates of stock overseen by a Board of Directors and managed on a daytoday basis by the Officers Corporations provide limited liability protection to the shareholders gt Limited liability companies LLC 0 O LLCs are owned by members instead of shareholders To form an LLC individuals or groups file an Articles of Organization with the Secretary of State The main advantages include the limited liability protection and passthrough taxation Your assets are safe and no double taxes LLCs are automatically dissolved upon the expiration of the period indicated in the Articles of Organization by agreement or by statute


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