Misappropriation theory: if an individual wrongfully acquires and uses insider information for trading for his or her personal gain, that person is liable for insider trading. Private Securities Litigation Reform Act (PSLRA) of 1995: provides a “safe harbor” from liability for publicly held issuers who make financial forecasts as long as the forecasts are “accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those in the forward looking statement.” Statutory insiders: certain large stockholders, executive officers, and directors who are deemed insiders by the Securities Exchange Act of 1934. All statutory insiders must file a report detailing their ownership and trading of the corporation’s securities. Blue sky laws: state securities laws. Ch 24: employment and discrimination law: At-will employment: employers can fire a worker for any reason. As long as you’re not employed under a contract/collective bargaining agreement, you may quit or get fired for any reason. The exception to the at-will rule is they can’t be fired for an illegal reason. Ex: any termination based on a violation of a state statute, constitution, federal law, etc. Federal employment discrimination provides minimum level of protection for employees, state laws can do more but can’t do less than required by law.
Title VII of the Civil Rights Act (CRA) of 1964 : prohibits employers from hiring, firing, or otherwise discriminating in terms of conditions of employment and it prohibits segregating employees in a manner that would affect their employment opportunities on the basis of race, color, religion, sex, or national origin. Applies to employers who have 15 or more employees for 20 consecutive weeks. Disparate treatment: a form of intentional discrimination in which an employee is hired, fired, denied a promotion, or the like, based on membership in a protected class. This is a form of intentional discrimination. Proving disparate treatment discrimination is a 3 step process: 1. Plaintiff (the employee) must demonstrate a prima facie case of discrimination 2. Defendant (the employer) must articulate a legitimate, nondiscriminatory business reason for the action. 3. Plaintiff must show that the reason given by the defendant is a mere pretext. Damages for disparate treatment include up to 2 years of back pay, compensatory damages, punitive damages, attorney fees, court costs, court orders, and remedial seniority. Disparate impact: known as unintentional discrimination; a form of discrimination that arises when an employer’s policy or practice appears to apply to everyone equally but its actual effect is that it disproportionately limits employment opportunities for a protected class.
- Spring '09
- Common Law