Business Law Essay Example for Free

Business Law Essay What is Business Law? Businesses interact in many and varied ways. To name just a few types of business transactions, there are contracts, mergers and acquisitions, leasing, etc. How these transactions are carried out is overseen by Business Law. Additionally, how businesses are formed is a large part of Business law. This area of law is very wide-ranging, although it deals primarily with defining the rights and responsibilities of businesses, rather than enforcing these laws. Because of its extensive scope, Business law has spawned a large number of legal practice area subcategories, which include Sales and Secured Transactions, Banking, Landlord-Tenant, Mortgages, Real Estate Transactions, Debtor and Creditor, Bankruptcy, Consumer Credit, Negotiable Instruments, and Contracts. Business law and Commercial law are very closely related, so much so that the terms are often used interchangeably and the legal issues they address frequently overlap. The Uniform Commercial Code (UCC) is the principal presiding authority over commercial transactions. * Business.gov Business.gov helps small businesses understand their legal requirements and locate government services from federal, state and local agencies. Business.gov is an official site of the U.S. Small Business Administration. * Commercial Law / Business Law Definition Commercial law (sometimes known as business law) is the body of law that governs business and commercial transactions. It is often considered to be a branch of civil law and deals with issues of both private law and public law. Commercial law includes within its compass such titles as principal and agent; carriage by land and sea; merchant shipping; guarantee; marine, fire, life, and accident insurance; bills of exchange and partnership. It can also be understood to regulate corporate contracts, hiring practices, and the manufacture and sales of consumer goods. * Compliance with Business Laws Most aspects of running a business have some legal consequences. Whether your business is just starting up, expanding, or winding down, you must comply with the federal, state, and local laws that govern your business activities. * Employment Law for Businesses A great many common law rulings, statutes, administrative rules and legislation make up the practice and interpretation of employment law. Its governance falls under the umbrella of both federal and state statutes, as well as administrative regulation and judicial precedent. When workers file claims for employment discrimination, unemployment compensation and workers’ compensation, these claims fall under employment law. Likewise, overseeing workplace safety and standards, fair wages, retirement and pensions, employee benefits, and much more, are part of this wide-ranging legal area. Employment law deals with both the employer and the employee’s actions, rights and responsibilities, as well as their relationship with one another. A well-known, prevalent administrative regulatory body for employment law is the Department of Labor, which exists on both the federal and the state level.The elaws Advisors are interactive e-tools that provide easy-to-understand information about a number of federal employment laws. Each Advisor simulates the interaction you might have with an employment law expert. It asks questions and provides answers based on responses given. * Self-Employment Assistance Self-Employment Assistance offers dislocated workers the opportunity for early re-employment. The program is designed to encourage and enable unemployed workers to create their own jobs by starting their own small businesses. Under these programs, States can pay a self-employed allowance, instead of regular unemployment insurance benefits, to help unemployed workers while they are establishing businesses and becoming self-employed. Participants receive weekly allowances while they are getting their businesses off the ground. * Model Business Corporation Act A corporation is a legal entity created through the laws of its state of incorporation. Individual states have the power to promulgate laws relating to the creation, organization and dissolution of corporations. Many states follow the Model Business Corporation Act.State corporation laws require articles of incorporation to document the corporations creation and to provide provisions regarding the management of internal affairs. Most state corporation statutes also operate under the assumption that each corporation will adopt bylaws to define the rights and obligations of officers, persons and groups within its structure. States also have registration laws requiring corporations that incorporate in other states to request permission to do in-state business.There has also been a significant component of Federal corporations law since Congress passed the Securities Act of 1933, which regulates how corporate securities are issued and sold. Federal securities law also governs requirement s of fiduciary conduct such as requiring corporations to make full disclosures to shareholders and investors. The law treats a corporation as a legal person that has standing to sue and be sued, distinct from its stockholders. The legal independence of a corporation prevents shareholders from being personally liable for corporate debts. It also allows stockholders to sue the corporation through a derivative suit and makes ownership in the company (shares) easily transferable. The legal person status of corporations gives the business perpetual life; deaths of officials or stockholders do not alter the corporations structure.Corporations are taxable entities that fall under a different scheme from individuals. Although corporations have a double tax problem both corporate profits and shareholder dividends are taxed corporate profits are taxed at a lower rate than the rates for individuals.Corporate law has important intersections with contracts and commercial transactions law. * Securities law A generic term for shares of stock, bonds, and debentures issued by corporations and governments to evidence ownership and terms of payment of dividends or final payoff. They are called securities because the assets or profits of the corporation or the credit of the government stand as security for payment. However, unlike secured transactions in which specific property is pledged, securities are only as good as the future profitability of the corporation or the management of the governmental agency. Most securities are traded on various stock or bond markets. Securities law exists because of unique informational needs of investors. Securities are not inherently valuable; their worth comes only from the claims they entitle their owner to make upon the assets and earnings of the issuer or the voting power that accompanies such claims. The value of securities depends on the issuers financial condition, products and markets, management, and the competitive and regulatory climate. Securities laws and regulations aim at ensuring that investors receive accurate and necessary information regarding the type and value of the interest under consideration for purchase. Securities exist in the form of notes, stocks, treasury stocks, bonds, certificates of interest or participation in profit sharing agreements, collateral trust certificates, preorganization certificates or subscriptions, transferable shares, investment contracts, voting trust certificates, certificates of deposit for a security, and a fractional undivided interest in gas, oil, or other mineral rights. Certain types of notes, such as a note secured by a home mortgage or a note secured by accounts receivable or other business assets, are not securities. * The Setting for Buying and Trading Two principle settings for buying and selling securities exist issuer transactions and trading transactions. On the one hand, issuer transactions are the means by which businesses raise capital. These transactions involve the sale of securities by the issuer to investors. On the other hand, trading transactions refers to the purchasing and selling of outstanding securities among investors. Investors trade outstanding securities through securities markets that can be either stock exchanges or over-the-counter. Stock exchanges provide a place, rules, and procedures for buying and selling securities, and the government heavily regulates them. Generally, to have their securities sold and bought on a stock exchange, a company must list its securities on a given exchange. The Securities and Exchange Commission (SEC) must approve the stock exchanges rules before they take effect. Transactions that do not take place on a stock exchange occur in the the residual securities market, known as the over-the-counter market. Only dealers and brokers registered with the SEC may engage in securities business both on stock exchanges and in over-the-counter markets. Most of the broker-dealers serving the public used to be members of the National Association of Securities Dealers (NASD), which served the NASDAQ stock market, but in 2007, the NASD merged with the dealers from the New York Stock Exchange to form the Financial Industry Regulatory Authority (FINRA) a national securities association registered with SEC. * Securities Regulation Securities regulations focus mainly on the market for common stocks. Both federal and state laws regulate securities. On the heels of the Great Depression, Congress enacted the first of the federal securities laws, the Federal Securities Act of 1933, which regulates the public offering and sale of securities in interstate commerce. This Act also prohibits the offer or sale of a security not registered with the Securities Exchange Commission and requires the disclosure of certain information to the prospective securities purchaser. Then, needing an agency to enforce those regulations, Congress established the Securities Exchange Act of 1934, which created the SEC. Since then, Congress has charged the SEC with administering federal securities laws. The 1933 Acts registration requirements aimed to enable purchasers to make reasoned decisions by requiring companies to provide reliable information. The Securities Exchange Act of 1934 also regulates officers, directors, and principal share holders in an attempt to maintain fair and honest markets. The Act requires that issuers, subject to certain exemptions, register with the SEC if they want to have their securities traded on a national exchange. Issuers of securities registered under the 1934 Act must file various reports with the SEC in order to provide the public with adequate information about companies with publicly traded stocks. The 1934 Act permits the SEC to promulgate rules and regulations to protect the public and investors by prohibiting manipulative devices and contrivances via the mail system or other means of interstate commerce * Partnership Law A partnership is a for-profit business association of two or more persons. Because the business component is defined broadly by state laws and because persons can include individuals, groups of individuals, companies, and corporations, partnerships are highly adaptable in form and vary in complexity. Each partner shares directly in the organizations profits and shares control of the business operation. The consequence of this profit sharing is that partners are jointly and independently liable for the partnerships debts.Creation, organization, and dissolution of partnerships are governed by state law. Many states have adopted the Uniform Partnership Act. A partner relationship is generally the result of a contract either express or implied with no formal requirements (such as a signed document). This is not the case of a limited partnership where one or more general partners manage business operations and assume personally liable for partnership debts while other contributing/profit sharing partners take no part in running the business and incur no liability beyond contribution obligations.) Limited partnerships are governed in many states by the Uniform Limited Partnership Act . State property law also impacts partnerships by defining ownership in a partnership and determining how the death of a partner changes the partnership structure. Federal law plays a minimal role in partnership law except in the context of a diversity action, or in instances where a partnership agreement contains an effective choice-of-law provision designating the application of federal law. Federal law also governs whether a partnership exists for federal tax purposes. For state and federal tax purposes, a partnership is not a taxable entity. Partnership income is taxable to the partners in proport ion to their share in the companys profits. * Small Business Advocacy Despite their importance to the economy, small businesses are heavily burdened by the costs of government regulation and excessive paperwork. Advocacy research shows that firms with fewer than 20 employees annually spend 45 percent more per employee than larger firms do to comply with federal regulations. Advocacy is an independent voice for small business within the federal government and is the watchdog for the Regulatory Flexibility Act (RFA). Advocacy advances the views and concerns of small business before Congress, the White House, the federal agencies, the federal courts and state policy makers. * Mortgage Law An arrangement under which a borrower puts up the title to real estate as security (collateral) for a loan to buy the real estate. The borrower typically agrees to make regular payments of principal and interest to repay the loan. If the borrower falls behind (defaults) on the payments, the lender can foreclose on the real estate and have it sold to pay off the loan. A mortgage involves the transfer of an interest in land as security for a loan or other obligation. It is the most common method of financing real estate transactions. The mortgagor is the party transferring the interest in land. The mortgagee, usually a financial institution, is the provider of the loan or other interest given in exchange for the security interest. Normally, a mortgage is paid in installments that include both interest and a payment on the principle amount that was borrowed. Failure to make payments results in the foreclosure of the mortgage. Foreclosure allows the mortgagee to declare that the entire m ortgage debt is due and must be paid immediately. This is accomplished through an acceleration clause in the mortgage. Failure to pay the mortgage debt once foreclosure of the land occurs leads to seizure of the security interest and its sale to pay for any remaining mortgage debt. The foreclosure process depends on state law and the terms of the mortgage. The most common processes are court proceedings (judicial foreclosure) or grants of power to the mortgagee to sell the property (power of sale foreclosure). Many states regulate acceleration clauses and allow late payments to avoid foreclosure. Some states use instruments called deeds of trust instead of traditional mortgages. Three theories exist regarding who has legal title to a mortgaged property. Under the title theory title to the security interest rests with the mortgagee. Most states, however, follow the lien theory under which the legal title remains with the mortgagor unless there is foreclosure. Finally, the intermediate theory applies the lien theory until there is a default on the mortgage whereupon the title theory applies. The mortgagor and the mortgagee generally have the right to transfer their interest in the mortgage. Some states hold that even when the purchaser of a property subject to a mortgage does not explicitly take over the mortgage the transfer is assumed. Mortgages employ due-on-sale and due-on-encumbrance clauses to prevent the transfer of mortgages. These clauses allow acceleration (having the principal and interest become due immediately) of the mortgage. The law of contracts and property govern the transfer of the mortgages interest. If the mortgage being foreclosed is not the only lien on the property then state law determines the priority of the property interests. For example, Article 9 of the Uniform Commercial Code governs conflicts between mortgages on real property and liens on fixtures (personal property attached to a piece of real estate). When a mortgage is a negotiable instrument it is governed by Article 3 of the Uniform Commercial Code. A mortgage may be used as a security interest by the mortgage. * Strangely enough, the word mortgage comes from the French word â€Å"mort† which means â€Å"dead† and â€Å"gage† from Old English, which means pledge. The term came from the doubtfulness of whether or not the mortgagor would pay the debt. In the 1500’s, if the mortgagor did not pay, then the land pledged as security for the debt was taken away. The land was then considered â€Å"dead† to the mortgagor. Nowadays, the term mortgage is used as a term for purchasing a property. We no longer associate anyone’s death with it. Although a few lucky people may be in a position to pay all cash for a property, home mortgages are required to purchase a home. Mortgages all have a term (typically 15, 20 or 30 years) representing the length of time before your home is paid off and a rate which determines the principal and interest payment that will be required to be paid during this term. * Bankruptcy Bankruptcy law provides for the development of a plan that allows a debtor, who is unable to pay his creditors, to resolve his debts through the division of his assets among his creditors. This supervised division also allows the interests of all creditors to be treated with some measure of equality. Certain bankruptcy proceedings allow a debtor to stay in business and use revenue generated to resolve his or her debts. An additional purpose of bankruptcy law is to allow certain debtors to free themselves (to be discharged) of the financial obligations they have accumulated, after their assets are distributed, even if their debts have not been paid in full. Bankruptcy law is federal statutory law contained in Title 11 of the United States Code. Congress passed the Bankruptcy Code under its Constitutional grant of authority to establish uniform laws on the subject of Bankruptcy throughout the United States.States may not regulate bankruptcy though they may pass laws that govern other a spects of the debtor-creditor relationship. There are two basic types of Bankruptcy proceedings. A filing under Chapter 7 is called liquidation. It is the most common type of bankruptcy proceeding. Liquidation involves the appointment of a trustee who collects the non-exempt property of the debtor, sells it and distributes the proceeds to the creditors. Bankruptcy involve the rehabilitation of the debtor to allow him or her to use future earnings to pay off creditors. Under Chapter 7, 12, 13, and some 11 proceedings, a trustee is appointed to supervise the assets of the debtor. A bankruptcy proceeding can either be entered into voluntarily by a debtor or initiated by creditors. After a bankruptcy proceeding is filed, creditors, for the most part, may not seek to collect their debts outside of the proceeding. The debtor is not allowed to transfer property that has been declared part of the estate subject to proceedings. Furthermore, certain pre-proceeding transfers of property, secured interests, and liens may be delayed or invalidated. Various provisions of the Bankruptcy Code a lso establish the priority of creditors interests. * Small Business Financing Loans and Grants Federal, state and local governments offer a wide range of financing programs to help small businesses start and grow their operations. These programs include low-interest loans, venture capital, and scientific and economic development grants. * Uniform Commercial Code The Uniform Commercial Code (UCC or the Code), first published in 1952, is one of a number of uniform acts that have been promulgated in conjunction with efforts to harmonize the law of sales and other commercial transactions in all 50 states within the United States of America. The goal of harmonizing state law is important because of the prevalence of commercial transactions that extend beyond one state. The UCC therefore achieved the goal of substantial uniformity in commercial laws and, at the same time, allowed the states the flexibility to meet local circumstances. The UCC deals primarily with transactions involving personal property (movable property), not real property (immovable property). * US Department of Commerce The U.S. Department of Commerce has a broad mandate to advance economic growth and jobs and opportunities for the American people. It has cross cutting responsibilities in the areas of trade, technology, economic development, environmental stewardship and statistical research and analysis. The products and services the department provides touch the lives of Americans and American companies in many ways, including weather forecasts, the decennial census, and patent and trademark protection for inventors and businesses. What is the UCC? The Uniform Commercial Code (UCC), a comprehensive code addressing most aspects of commercial law, is generally viewed as one of the most important developments in American law. The UCC text and draft revisions are written by experts in commercial law and submitted as drafts for approval to the National Conference of Commissioners on Uniform State Laws (now referred to as the Uniform Law Commissioners), in collaboration with the American Law Institute. The Commissioners are all attorneys, qualified to practice law, including state and federal judges, legislators and law professors from the United States and its territories. These quasi-public organizations meet and decide whether to endorse these drafts or to send them back to the experts for revision. The revision process may result in several different revisions of the original draft. Once a draft is endorsed, the Uniform Law Commissioners recommend that the states adopt these rules. The UCC is a model code, so it does not have leg al effect in a jurisdiction unless UCC provisions are enacted by the individual legislatures as statutes. Currently, the UCC (in whole or in part) has been enacted, with some local variation, in all 50 states, the District of Columbia, and the Virgin Islands. UNIFORM COMMERCIAL CODE Act 174 of 1962 AN ACT to enact the uniform commercial code, relating to certain commercial transactions in or regarding personal property and contracts and other documents concerning them, including sales, commercial paper,bank deposits and collections, letters of credit, bulk transfers, warehouse receipts, bills of lading, other documents of title, investment securities, leases, and secured transactions, including certain sales of accounts and contract rights; to provide for public notice to third parties in certain circumstances; to regulate procedure, evidence and damages in certain court actions involving such transactions, contracts or documents; to make uniform the law with respect there to; to make an appropriation; to provide penalties; and to repeal certain acts and parts of acts. * 1-101. Short Titles. (a) This [Act] may be cited as the Uniform Commercial Code. * 1-102. Scope of Article. This article applies to a transaction to the extent that it is governed by another article of [the Uniform Commercial Code]. * 1-103. Construction of [Uniform Commercial Code] to Promote its Purposes and Policies: Applicability of Supplemental Principles of Law. (a) [The Uniform Commercial Code] must be liberally construed and applied to promote its underlying purposes and policies, which are: (1)to simplify, clarify, and modernize the law governing commercial transactions; (2) to permit the continued expansion of commercial practices through custom, usage, and agreement of the parties; and (3) to make uniform the law among the various jurisdictions. (b) Unless displaced by the particular provisions of [the Uniform Commercial Code], the principles of law and equity, including the law merchant and the law relative to capacity to contract, principal and agent, fraud, misrepresentation,mistake, bankruptcy, and other validating or invalidating cause supplement its provisions. * 1-104. Construction Against Implied Repeal. [The Uniform Commercial Code] being a general act intended as a unified coverage of its subject matter, no part of it shall be deemed to be impliedly repealed by subsequent legislation if such construction can reasonably be avoided. * 1-105. Severability. If any provision or clause of [the Uniform Commercial Code] or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of [the Uniform Commercial Code] which can be given effect without the invalid provision or application, and to this end the provisions of [the Uniform Commercial Code] are severable. * 1-106. Use of Singular and Plural; Gender. In [the Uniform Commercial Code], unless the statutory context otherwise requires: (1) words in the singular number include the plural, and those in the plural include the singular; and (2) words of any gender also refer to any other gender. * 1-107. Section Captions. Section captions are part of [the Uniform Commercial Code]. * 1-108. Relation to Electronic Signatures in Global and National Commerce Act. This article modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001 et seq., except that nothing in this article modifies, limits, or supersedes Section 7001(c) of that Act or authorizes electronic delivery of any of the notices described in Section 7003(b) of that Act. * 1-201. General Definitions. (a) Unless the context otherwise requires, words or phrases defined in this section, or in the additional definitions contained in other articles of [the Uniform Commercial Code] that apply to particular articles or parts thereof, have the meanings stated. (b) Subject to definitions contained in other articles of [the Uniform Commercial Code] that apply to particular articles or parts thereof: (1) Action, in the sense of a judicial proceeding, includes recoupment, counterclaim, set-off, suit in equity, and any other proceeding in which rights are determined. (2) Aggrieved party means a party entitled to pursue a remedy. (3) Agreement, as distinguished from contract, means the bargain of the parties in fact, as found in their language or inferred from other circumstances, including course of performance, course of dealing, or usage of trade as provided in Section 1-303. (4) Bank means a person engaged in the business of banking and includes a savings bank, savings and loan association , credit union, and trust company. (5) Bearer means a person in possession of a negotiable instrument, document of title, or certificated security that is payable to bearer or indorsed in blank. (6) Bill of lading means a document evidencing the receipt of goods for shipment issued by a person engaged in the business of transporting or forwarding goods. (7) Branch includes a separately incorporated foreign branch of a bank. (8) Burden of establishing a fact means the burden of persuading the trier of fact that the existence of the fact is more probable than its nonexistence. (9) Buyer in ordinary course of business means a person that buys goods in good faith, without knowledge that the sale violates the rights of another person in the goods, and in the ordinary course from a person, other than a pawnbroker, in the business of selling goods of that kind. A person buys goods in the ordinary course if the sale to the person comports with the usual or customary practices in the kind of business in which the seller is engaged or with the sellers own usual or customary practices. A person that sells oil, gas, or other minerals at the wellhead or minehead is a person in the busine ss of selling goods of that kind. A buyer in ordinary course of business may buy for cash, by exchange of other property, or on secured or unsecured credit, and may acquire goods or documents of title under a preexisting contract for sale. Only a buyer that takes possession of the goods or has a right to recover the goods from the seller under Article 2 may be a buyer in ordinary course of business. (10) Conspicuous, with reference to a term, means so written, displayed, or presented that a reasonable person against which it is to operate ought to have noticed it. Whether a term is conspicuous or not is a decision for the court. Conspicuous terms include the following: (A) a heading in capitals equal to or greater in size than the surrounding text, or in contrasting type, font, or color to the surrounding text of the same or lesser size; and (B) language in the body of a record or display in larger type than the surrounding text, or in contrasting type, font, or color to the surrounding text of the same size, or set off from surrounding text of the same size by symbols or other marks that call attention to the language. (11) Consumer means an individual who enters into a transaction primarily for personal, family, or household purposes. (12) Contract, as distinguished from agreement, means the total legal obligation that results from the parties agreement as determined by [the Uniform Commercial Code] as supplemented by any other applicable laws. (13) Creditor includes a general creditor, a secured creditor, and any representative of creditors, including an assignee for the benefit of creditors, a receiver in equity, and an executor or administrator of an insolvent debtors or assignors estate. (14) Defendant includes a person in the position of defendant in a counterclaim, cross-claim, or third-party claim. (15) Delivery, with respect to an instrument, document of title, or chattel paper, means voluntary transfer of possession. * International trade law Includes the appropriate rules and customs for handling trade between countries. However, it is also used in legal writings as trade between private sectors, which is not right. This branch of law is now an independent field of study as most governments has become part of the world trade, as members of the World Trade Organization (WTO). Since the transaction between private sectors of different countries is important part of the WTO activities, this latter branch of law is now very important part of the academic works and is under study in many universities across the world. International trade law should be distinguished from the broader field of international economic law. The latter could be said to encompass not only WTO law, but also law governing the international monetary system and currency regulation, as well as the law of international development. The body of rules for transnational trade in the 21st century derives from medieval commercial laws called the lex mercatoria and lex maritima — respectively, the law for merchants on land and the law for merchants on sea. Modern trade law (extending beyond bilateral treaties) began shortly after the Second World War, with the negotiation of a multilateral treaty to deal with trade in goods: the General Agreement on Tariffs and Trade (GATT). International trade law is based on theories of economic liberalism developed in Europe and later the United States from the 18th century onwards. International Trade Law is an aggregate of legal rules of â€Å"international legislation† and new lex mercatoria, regulating relations in international trade. â€Å"International legislation† – international treaties and acts of international intergovernmental organizations regulating relations in international trade. lex mercatoria the law for merchants on land. Alok Narayan defines lex mercatoria as any law relating to businesses which was criticised by Professor Julius Stone. and lex maritima the law for merchants on sea. Alok in his recent article criticised this definition to be too narrow and merely-creative. Professor Dodd and Professor Malcolm Shaw of Leeds University supported this proposition. Contract: the elements of a contract The first step in a contract question is always to make sure that a contract actually exists. There are certain elements that must be present for a legally binding contract to be in place. The first two are the most obvious: * An offer: an expression of willingness to contract on a specific set of terms, made by the offeror with the intention that, if the offer is accepted, he or she will be bound by a contract. * Acceptance: an expression of absolute and unconditional agreement to all the terms set out in the offer. It can be oral or in writing. The acceptance must exactly mirror the original offer made. * A counter-offer is not the same as an acceptance. A counter-offer extinguishes the original offer: you can’t make a counter-offer and then decide to accept the original offer! But†¦ * A request for information is not a counter-offer. If you ask the offeror for information or clarification about the offer, that doesn’t extinguish the offer; you’re still free to accept it if you want. It is very important to distinguish an offer from an invitation to treat – that is, an invitation for other people to submit offers. Some everyday situations which we might think are offers are in fact invitations to treat: * Goods displayed in a shop window or on a shelf. * When a book is placed in a shop window priced at  £7.99, the bookshop owner has made an invitation to treat. * When I pick up that book and take it to the till, I make the offer to buy the book for  £7.99. * When the person at the till takes my money, the shop accepts my offer, and a contract comes into being. * Adverts basically work in the same way as the scenario above. Advertising something is like putting it in a shop window. * Auctions: * The original advertising of the auction is just an invitation to treat. * When I make a bid, I am making an offer. * When the hammer falls, the winning ‘offer’ has been accepted. The seller now has a legally binding contract with the winning bidder (so long as there is no reserve price that hasn’t been reached) An offer can be revoked at any time before it is accepted, so long as you inform the person you made the offer to that the offer no longer stands. * Consideration: each party to the contract must receive something of value.Consideration is the price paid for the other’s promise. There are four legal maxims that apply to consideration: * Consideration must move from the promisor; * Consideration need not move to the promisee; * Past consideration is not good consideration; * The consideration given must be sufficient, but it need not be adequate. Arrangements of a social nature are presumed not to be legally binding, whilse commercial arrangements are presumed to be intended as binding contracts. Of course, these presumptions can always be rebutted in court by producing evidence to the contrary. * Importance of Business Law It is essential to know about business law before starting a business, as it will help you operate your business without the hindrances of ignorance. It is better to seek the expert guidance of an accountant and an attorney to learn about the latest business laws that will affect your business.. There are different laws for different business entities. Be certain you learn about the business laws that govern the kind of business entity that you choose to start. The major types of businesses are C, S and closed corporations, limited liability companies, and sole proprietorships. Zoning Laws: It is essential to know about zoning laws, as certain zones are restricted in certain areas. It deals with the kind or type of business allowed in certain areas, how the land surrounding a business is used, signboards, advertisements, and parking. Licensing Laws: In order to operate a business certain licenses are required and there are some important business laws you need to know. If a business operates without these licenses, it is illegal and the business may be dissolved or forced to close. Trademark and Patent Laws: These are laws that deal with ownership; intellectual property rights, and inventions. They are necessary to protect the business. Employment Laws: These are laws regarding the hiring and firing of employees, their rights, compensation, safety, work place discrimination, child labor laws, overtime pay structure, disability laws and unemployment laws. Tax Laws: This section deals with filing of tax returns and depends on the kind of business entity and the state the business operates in, sales tax. These include franchise tax, income tax and other state and federal tax requirements of a business. These are very important business laws you need to know before starting a business. Environmental Laws: The government enforces the environmental laws for the discharge of hazardous waste and the recycling laws pertaining to the business. Health Department Permits: This is necessary if your business deals with food products. You must get health department permits to operate your business. Fire Department Permits and Air and Water Pollution Control Permits: There are laws that certain kinds of business entities must get permits from these departments to operate. The list above contains basic business laws you need to know before starting a company. It is necessary to take precautions that you are not violating any law by operating your business. You must obtain all the necessary permits and licenses from the appropriate authority.

Colors of Slavery Essay -- History Slavery

When Americans think about slavery, they tend to think about "Africans" being brought to the New World against their will. Which upon their arrival were sold, the same as livestock, as permanent property to the white landowners. They may visualize in their minds a person of color shackled, chained, beaten, and forced to labor under the control of their white master. Their picture is that of chattel slavery; black and white. Americans have come to the assumption that slavery was imposed on people of one color or race. However, the Africans were not the only people force to endure the harsh and unjust enslavement by the white society. The Native Americans, as well as indentured servants were used as slaves in the New World. When slavery began in the New World, the color of a person's skin was of little significance. Slaves were white, red, and black. What mattered most was a labor force. Columbus discovered the New World (America) in 1492, soon after, many other European colonies followed and expanded. One Spanish conquistador stated, "that he and his kind went to the new World to serve God and his Majesty, to give light to those who were in the darkness, and to grow rich, as all men desire to do" (Parry, p.33). The majority of Europeans that would follow, desired the same. In order to achieve this goal the Europeans murdered, starved, enslaved, stole land, and brutalized people for centuries to follow. During Columbus second voyage to the New World, he had captured 1600 Native Americans, and enslaved 550. At this point, the Native Americans lives were changed forever. The Spaniards continue to explore the new world, leaving a wake of death and destruction in their path. Along with the Europeans came diseases that th... ...s not merely identified by color. By 1800 it is only an issue or race and only an issue of color" (Thomas Davis). http://www.pbs.org/wgbh/aia/part1/1i3048.html) . Works Cited (Thomas Davis). http://www.pbs.org/wgbh/aia/part1/1i3048.html) Quoted in J.H.Parry, The age of Reconnaisance: Discovery, Exploration, and Settlement, 1450 to 1640 (New York, 1963), p.33. http://www.pbs.org/wgbh/aia/part1/1narr5.html (equiano) Prescott, History of the Reign of Ferdinand and Isabella the Catholic, edition of 1838, i, p. 390; ii, p. 40. Witnessin America pg. 30 Gottleib Mittelberger Blight, D.W. A People and a Nation: A History of the United States. Houghton Mifflin Company; 6th edition (2000) Walsh, Robert, Notices of Brazil in 1828 and 1829 (1831). "Aboard a Slave Ship, 1829," EyeWitness to History, www.eyewitnesstohistory.com (2000).

Alcohol Industry, External Environments Essay

Diageo is a company that produces and distributes alcoholic beverages. Its products include all three branches of this industry – spirits, wine and beer. The brands that the company produces include well-known names like Smirnoff, Johny Walker scotch whiskey, Baileys, Captain Morgan rum, Tanqueray gin, Guiness beer, Don Perignon champagne, and many others. One can find the products produced by this company in nearly 180 countries all around the world. The company’s offices are located in 80 countries and employ 20,000 people. Manufacturing facilities are spread out all around the world, including Great Britain, Italy, Australia, Latin America, Canada, Ireland, United States, Caribbean and India (Diageo, 2011). Every company experiences the influences of seven key environments. One of them is internal environment that defines the corporate culture. The other six environments are external. They are: economic, technological, cultural, natural, governmental and legal environments. Every environment consists of forces that influence every business and their relationship with government and society (Steiner & Steiner). Diageo is a UK based company, but the United States of America is responsible for 40% of its revenue. The company has numerous offices, breweries and distilleries based in the USA, and they exist within influential frames of external environments of the country (Diageo, 2011 ). Regulatory Environment The United States of America has very strict laws and regulations that concern Alcoholic Beverage Industry. Alcoholic beverage consumption, as well as its distribution, is regulated by the government. Every state has different liquor consumption rules and regulations. However, the minimum drinking age of 21 years old is the same in every state. A place and time when alcoholic beverages may be consumed are regulated as well. The retail sales of liquor products are usually provided by the specialized stores. Some of the states, like Ohio, prefer to own the stores and have control over prices and sales. Some other states have privatized liquor stores (Kwon, 2010). According to the Alcohol and Tobacco Tax and Trade Bureau, any retail dealer has to operate with the compliance with the principal Federal liquor laws and regulations. For every manufacturing location Diageo had to obtain manufacturing liquor license from the State Liquor Authority. Alcohol and Tobacco Tax and Trade Bureau regulates labeling process of wine, malt beverages and distilled spirits. It also determines the health warning statement that manufacturers have to put on the label (Alcohol and Tobacco Tax and Trade Bureau, n. d. ). Macroeconomic Environment The macroeconomic environment has a great influence on the functioning of the company. There are certain trends that characterize the present economic environment. The recession made more people stay at home than go out; it led to the development of the off-premise consumption. During the recession consumers were trading down by purchasing less expensive brands (Kwon, 2010). For the manufacturing business of Diageo it meant the slower growth of revenues through the years. The range of products had to change as well, as the less expensive brands and products took the lead. After the decrease of investments into the industry in general and Diageo in particular during the recession, investors’ interest in the company is rising. At the present moment, the on-premise consumption is recovering after the recession. Increase in disposable personal income in 2011 is leading to the growth of company’s sales and consumption of more expensive premium brands. Consumers are starting to trade up (Kwon, 2010). The rise of the Producer Price Indexes put pressure on the profit margins of the company. Decreased interest rates mean an opportunity for active acquisitions and introduction of new products (Kwon, 2010). Cultural Environment The present cultural environment dictates Diageo produce more low-calorie products, as the population of the United States of America is going towards the healthier life style and is fighting obesity (Kwon, 2010). The growing number of Hispanic population increases demand for the liquor that is typical for that area, like tequila. It is very important to always target different age groups while conducting a marketing campaign or advertising. Different age groups have different product preferences and different spending habits. The wine producing segment of Diageo, especially the premium wines, is going to benefit from the increasing numbers of consumers in the over-55 age group. Increasing number of young legal-age drinkers will contribute to the increase in beer consumption (Kwon, 2010). In general, mature consumers drink moderately, and are very conscious about alcohol abuse and drunk driving. Governmental environment The United States government controls sales and marketing of alcoholic beverage products, collects taxes, and works on reducing underage drinking. Alcohol and Tobacco Tax and Trade Bureau is the main federal agency involved in the alcohol policy. It regulates labeling, packaging, advertising and is responsible for product approval (Alcohol and Tobacco Tax and Trade Bureau, n. d. ). All alcoholic beverage businesses have to get the authorization to produce and sell from Alcohol and Tobacco Tax and Trade Bureau under the Federal Alcohol Administration Act. Some of them also have to be authorized under the Internal Revenue Code. Before starting manufacturing, distilled spirits plant, brewery or winery have to apply for a permit of operation from The Alcohol and Tobacco Tax and Trade Bureau. Soon it is going to be possible to apply for these permits online (Alcohol and Tobacco Tax and Trade Bureau, n. d. ). Manufacturing and sale of the Alcoholic Beverages is taxed. â€Å"A tax is imposed upon the privilege of engaging in business as a manufacturer or as an importing distributor of alcoholic liquor† (USLegal, 2011). For example, in the year of 2008, the Alcohol and Tobacco Tax and Trade Bureau collected around $17,4 billion dollars in taxes. It made this bureau, the third largest tax gathering organization in the federal administration (Kwon, 2010). There are several reasons why the excise taxes are imposed on the liquor products. First of all, it slightly increases the price of the products. According to the National Institute on Alcohol Abuse and Alcoholism, lower prices on the alcohol beverages lead to the increased consumption of the alcohol mainly among the underage drinkers. This usually leads to the traffic crash fatalities, increase of the level of crimes and alcohol associated health complications. The second reason for the taxation is the revenue that may be used for public health, safety programs, prevention of underage drinking, enforcement of liquor laws, and prevention and treatment of alcoholism (Center for Science in the Public Interest, n. d. ). Government enforces the three-tier alcohol industry products distribution system. Manufacturers and importers sell their products to the wholesalers, then the wholesalers sell them to the retailers. Technological Environment For the maximum efficiency of the alcoholic beverage production industry, manufacturing company has to stay up-to-date with all the technological innovations. Combination of Rothes Distilleries is a joint venture in the United Kingdom, which was created in 1904 to process whiskey waste. Diageo is a proud member of this group and is taking part in one of their latest technological achievement. Waste from the whiskey distilleries is going to be used to create electric power for up to 9,000 homes. The power plant has won funding from the Royal Banking Group and the Royal Bank of Scotland. The engineering work is already in process, and the construction is about to start within twelve weeks. The plant is going to be built by the existing animal feed factory owned by the Rothes Distilleries. Solid residue from the distilleries will be taken to the plant and burned with the wood to provide electricity which is going to be used to power local homes and run the animal feed production process (Ranscombe, 2011). Diageo is using enzymes as a part of the brewing process. Beer is usually made of barley, which contains starch that has to be broken down to fermentable sugars before the yeast can make alcohol. Therefore, there is a process named malting, where enzymes are needed for the degradation of starch into fermentable sugars (Molecular-Plant-Biotechnology, n. d. ). New technology of using anaerobic bacteria, to reduce the degree of pollution in the waters created by the processes of brewing and distilling, is used by Diageo (Dnce, Ayman-Oz, Turker, Celikkol, Dnce, n. d. ). New technologies allow the production of new types of packages like draft beer boxes and vortex bottles (Kwon, 2010). New software options were recently developed by the On-Trak company based in Cincinnati and Belgian company, Copa-Data. The new software allows manufacturers and distributors of food and beverage products track every item from the factory to the retail sector (Copa-Data, 2010). Natural Environment Processes of manufacturing of the alcoholic beverages cause damage to the natural environment. They generate large amounts of acidic, recalcitrant and colored wastewaters with high organic content (Steiner & Steiner, 2009). In 1970s, the Congress of the United States of America passed the number of new laws concerning the environmental protection. When the Environmental Protection Agency was created, this started the â€Å"environmental decade. † The agency has consistently worked on protection of human health and preservation of the natural environment (Steiner & Steiner, 2009). There are numerous possibilities to reduce the bad influence of the industry on the environment, and Diageo takes the path of sustainability as well as many other manufacturing companies. Diageo has reached ‘Gold Class’ rating in the admired SAM Sustainability Yearbook 2011. The yearbook measures more than 2,500 of the world’s largest companies in terms of their impact on economic, social and environmental performance (Diageo, 2011). All breweries and distilleries have numerous options on how to reuse their wastes, like growing mushrooms on the fermentation wastes or sending spent grains to farms for animals feed. It is also possible to recover the heat from the hot water using the heat exchanger saving energy (Cleaner Production International LLC, n. d. ). Trend interaction The six external environments do not exist apart from each other. They are connected and interact with one another. An important trend from one environment may be as important for another environment as well. For example, the regulations and policies provided by the Alcohol and Tobacco Tax and Trade Bureau are connected to each other and can be related to both the Regulatory and Governmental environments. The same thing can be said about all the technological innovations. Most part of the new technologies were created with the sustainability in mind. The new technology of anaerobic treatment of waste waters helps to reduce pollution. With the help of new recyclable materials Diageo can create more sustainable packaging for its products. Trends of macroeconomic and cultural environments are usually connected. Consumers’ buying behavior is more or less easy to predict knowing the current economic situation and having data on the personal disposable income. The most important trends Having all this in mind, it is easy to detect the most crucial trends for Diageo’s future. To be aware of the range of products that are going to be needed in future, the company has to predict the economic situation in the country. If there is a recession to come, and personal disposable income is going to drop, consumers will trade down, and more cheap brands will be consumed. In the opposite situation, trading-up will be going on, and Diageo will have to produce more premium products. Types of the products that will be consumed will also depend on the popularity of the on-premise or off-premise consumptions. Management of every company has to know company’s customer base and be well aware of the demographical changes to come. Aging population of the USA is dictating the increase in the popularity of the premium brands, especially in wine and spirits sectors. Growing Hispanic population will increase the consumption of the import South American brands, some of which create a strong competition for Diageo (Kwon, 2010). Another crucial trend for Diageo is constant development of new technologies that allow the company to increase its level of sustainability and reduce its negative impact on the natural environment, as well as increase company’s efficiency and profits. Over the next five years, positive influence of the economic environment will take place. Recovery after the recession will allow people to get more freedom in their spending habits. Consumers will be trading up, and the on-premise consumption will thrive. The number of consumers in over-55 age group will be increasing, and demand for the premium brands will rise. It is important for Diageo to concentrate its attention on the innovation sector and introduce new brands and products that will match the growing demand for more expensive and sophisticated drinks. Old-fashion classic cocktail mixes manufacturing is another path that can be taken by the company. Diageo successfully applies most innovations that modern technology has to offer. I am sure, that in the course of the next five years, sustainability rating of the company will increase even more. Summary Exploring the present environment of business gives us a good idea on how the company operates in frames of the external conditions that influence the company. In its turn, every business impacts the environments, society and influences the course of history (Steiner & Steiner, 2009). It is easy to predict changes of many factors and trends. Knowing the way these changes will affect the company, we can create the optimal scenario for its development. However, there are some aspects that will remain uncertain, and some that will be changed with the influence of the company. Refernces Alcohol and Tobacco Tax and Trade Bureau. (n. d. ) . Liquor laws and regulations for retail dealers. Retrieved on April 26, 2011 from http://www. ttb. gov/public_info/5170-2a. htm Alcohol ans Tobacco Tax and Trade Bureau. (n. d. ) Labeling laws and regulations. Retrieved on April 26, 2011 from http://www. ttb. gov/labeling/laws_and_regs. shtml Center for Science in the Public Interest. (n. d). Why Raise Alcohol Excise Taxes? Retrieved on April 27, 2011 from http://www.cspinet. org/booze/taxguide/TaxIndex. htm Cleaner Production International LLC. (n. d. ). The Alcholic Beverages Industry: Improvement of Resource Efficiency and Environmental Performance. Retrieved April 19, 2011 from http://www. cleanerproduction. com/directory/sectors/subsectors/beveragesa. html COPA-DATA – process control and line management systems. (2010). Retrieved April 20, 2011 from http://www. drinks-business-review. com/suppliers/copa_data Diageo. (2011). About us. Retrieved April 21, 2011 from http://www. diageo. com/en-row/ourbusiness/aboutus/Pages/default. aspx Diageo. (2011, March 11). Diageo achieves Gold Class sustainability rating. Press Release. Retrieved April 28, 2011 from http://www. diageo. com/en-row/newsmedia/pages/resource. aspx? resourceid=764 Kwon, E. Y. (2010, October 7). Alcoholic beverages and tobacco. Standard and Poor’s Industry Surveys. Retrieved on April 7, 2011 from http://0-www. netadvantage. standardandpoors. com. olinkserver. franklin. edu/NASApp/NetAdvantage/showIndustrySurvey. do? code=abt Molecular-Plant-Biotechnology. (n. d. ). Enzyme in Beer Manufacturing. Retrieved April 28, 2011 from http://www. molecular-plant-biotechnology. info/foods-and-beverages/enzymes-in-beer-manufacturing. htm Mergent online. (2011, April 21). Business summary. Diageo PLC. Retrieved April 21, 2011 from http://0-www. mergentonline. com. olinkserver. franklin. edu/companydetail. php? compnumber=94345&pagetype=synopsis Ranscombe, P. (2011, April 15). Power plant that runs on whisky waste wins funding. The Scotsman. Retrieved April 28, 2011 from http://thescotsman. scotsman. com/business/Power-plant-that-runs-on. 6752016. jp Steiner, J. F. & Steiner, G. A. (2009). Business, government, and society. New York, NY: McGraw-Hill Irwin U. S. Census Bureau. (2010, January 20). Resident population by age and state – projections: 2010 and 2015. The 2011 Statistical Abstract. Retrieved on April 27, 2011 from http://www. census. gov/compendia/statab/2011/tables/11s0018. pdf USLegal. (2011). Liquor Tax Law and Legal Definition, Retrieved on April 27, 2011 from http://definitions. uslegal. com/l/liquor-tax/ Dnce, B. K. , Ayman-Oz, N. , Turker, G. , Celikkol, S. , Dnce O. (n. d. ). Microbial ecology of anaerobic reactors for treatment of alcohol industry wastewaters. Retrieved April 19, 2011 from http://www. formatex. info/microbiology2/988-999. pdf.

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