Anti-corruption law (FCPA, OECD anti-bribery law)
Jurisdiction
Administrative Law
Mergers and acquisitions
Securities regulations
Dictionaries and other resources:
http://uslegalresources.blogspot.de/2012/02/german-legal-dictionaries.html
Introductions: name, semester, objectives,
Who has already taken a course on contract law?
Grades: this course will be much easier than last semester’s. The exam style will be like last semester = vocabulary and an essay question.
We start at 6 pm sharp.
This course will teach basic concepts and vocabulary. Introductions: name, semester, objectives,Grades: this course will be much easier than last semester’s. The exam style will be like last semester = vocabulary and an essay question.
Torts Elements
Duty: Geschutztes Rechtsgut / Rechtsinteresse
[Rechtsgut: Begriffsjurisprudenz (conceptual jurisprudence versus Rechtsinteresse Interessenjurisprudenz (interest analysis)]
duty exists either on the basis of a special relationship = husband/wife, parent/child, coworkers, employer/employee or via contract, whether oral or in writing.
or where it is “forseeable” i.e. where the cost to prevent the negligent tort is less than the cost to cure the negligent tort.
or where a duty is imposed by statute law.
but the general rule is: no duty.
Breach = Pflichtverletzung
Cause in fact = ‘But for’ Causality = Causa Sine Qua Non = Haftungsbegrundende Kausalitaet
Proximate Cause = Legal Cause = Haftungsausfullende Kausalitaet
Damages = Schaden
de minimis damages go uncompensated.
compensation is aimed at restitution.
Defences = Anfechtungsgruende, Verteidigungsgruende
Contributory Negligence / Comparative Fault
historical rule: contributory negligence is a complete bar to the tort; there is no liability of the tortfeasor to the victim (historically) where the victim was also at fault.
the contemporary rule is comparative fault. in comparative fault we reduce the damages of the victim by the degree to which they were at fault for the accident.
Lack of Capacity
children, the insane, and the demented are not liable in tort but their guardian will be liable for the act of their ward.
Joint and several liability
joint tortfeasors are each entirely liable for all the damage.
the joint-tortfeasor may make a claim against the other tortfeasor for an offset proportional to their actual fault.
class action = Sammelklage
where there are common questions of law and fact with respect to several plaintiffs, they may join their cases together and sue as one group, even affecting the rights and duties of similarly situated victims who are not in fact suing.
the objective of tort law is to restore the status quo ante
Damages — pure economic losses? Rein Vermoegensschaden
electric company: i have a contract they are to supply power. there is a storm. my building is destroyed. so is their power generation. may i recover for my lost clientele?
punitive damages – strafschadensersatz — are allowed in common law.
are not allowed in german law.
are discretionary; the judge may award them but is not required to.
must not be unreasonable; must be proportional to the actual damages
are awarded according to a civil standard of proof not criminal — this is why german courts will not enforce u.s. punitive damage awards.
are punitive, not compensatory.
prejudgement interest? yes. the victim may be awarded the reasonable interest which would have accrued to their injured property.
discounted present value of money
court costs?
litigation fees? attorneys costs?
these are awarded only in the case where the tortfeasor acted maliciously: with willful wanton disregard, or callous indifference; recklessly; grossly negligent. not ordinary negligence
torts may be
intentional punitive damages and court costs
reckless — usually will result in punitive damages and court costs.
negligent no punitive damages or court costs
Punitive Damages = Strafschadensersatz
Game: 1) Pair off. 2) Find an English legal term which you are not sure of and ask your neighbor what it means = in English. Do you know the German equivalent term?
We can learn any vocabulary you like. if there are terms you want included in this course email them to me eric.engle@yahoo.com
Injunction = court order to refrain from doing a thing.
Unterlassung / Unterlassungsanspruch
Einstweilige Verfuegung
Gerichtliche Verfuegung
estoppel klagehemmung
standard of proof – *
burden of proof – beweisfuehrungslast
prima facie proof – anscheinsbeweis
rebuttal – widerlegung
proxy – stimmrechtsvertretung
jurisdiction to adjudicate
jurisdiction to prescribe
jurisdiction to enforce
contingent fee (legal in u.s.)- Erfolgshonorar – (illegal in Germany)
to impeach a witness means to call into question their veracity.
due process – prozessuale gerechtigkeit; droits de la defense
Business Judgement Rule unternehmerisches Ermessen
Antitrust
Antitrust reading 3https://docs.google.com/file/d/0BwMRRQXBqVxjNWZkZDhjNjAtOTYzMy00OWM3LTliMmMtZWZmMWVhNjUyNjYw/edit?usp=sharing
Tax Law Materials
Case Briefs
U.S. Tax cases and legislation.
Tax Law Flashcards
Flashcards: 1Flashcards: 2Flashcards: 3Flashcards: 4
Readings Lecture 1
U.S. Federal Company Law Legislation
| Consolidation | A contractual and statutory process in which two or more corporations join to become a completely new corporation. The original corporations cease to exist, and the new corporation acquires all their assets and liabilities. |
| Dissolution | The formal disbanding of a partnership or a corporation. It can take place by (1) acts of the partners or, in a corporation, of the shareholders and board of directors; (2) the death of a partner; (3) the expiration of a time period stated in a partnership agreement or a certificate of incorporation; or (4) judicial decree. |
| Liquidation | (1) In regard to bankruptcy, the sale of all of the nonexempt assets of a debtor and the distribution of the proceeds to the debtor’s creditors. Chapter 7 of the Bankruptcy Code provides for liquidation bankruptcy proceedings. (2) In regard to corporations, the process by which corporate assets are converted into cash and distributed among creditors and shareholders according to specific rules of preference. |
| Merger | A contractual and statutory process in which one corporation (the surviving corporation) acquires all of the assets and liabilities of another corporation (the merged corporation). The shareholders of the merged corporation receive either payment for their shares or shares in the surviving corporation. |
| Parent-subsidiary merger | A merger of companies in which one company (the parent corporation) owns most of the stock of the other (the subsidiary corporation). A parent-subsidiary merger (short-form merger) can use a simplified procedure when the parent corporation owns at least 90 percent of the outstanding shares of each class of stock of the subsidiary corporation. |
| Short-form merger | A merger between a subsidiary corporation and a parent corporation that owns at least 90 percent of the outstanding shares of each class of stock issued by the subsidiary corporation. Short-form mergers can be accomplished without the approval of the shareholders of either corporation. |
| Surviving corporation | The remaining, or continuing, corporation following a merger. The surviving corporation is vested with the merged corporation’s legal rights and obligations. |
| Takeover | The acquisition of control over a corporation through the purchase of a substantial number of the voting shares of the corporation. |
| Target corporation | The corporation to be acquired in a corporate takeover; a corporation to whose shareholders a tender offer is submitted. |
| Tender offer | An offer to purchase made by one company directly to the shareholders of another (target) company; often referred to as a “takeover bid.”
|
| Appraisal right | The right of a dissenting shareholder, if he or she objects to an extraordinary transaction of the corporation (such as a merger or consolidation), to have his or her shares appraised and to be paid the fair value of his or her shares by the corporation. |