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This is a take-home exam. Please underline or bold-type important terms, laws and phrases. Each student must answer a total of four (4) question including E
which is mandatory. Each student is to answer E and then choose 3 from A, B, C, D, F. Note: C is considered the least difficult question. A decent answer to
each question should be at least one and a half type written page. Good luck. 100 points.
A. Commercial Contracts
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John goes to the internet to purchase some computer software. John locates Ace Inc. Computer Software on the web site. Ace has the software John wants and
John places the order by identifying himself and orders two types of software.
Ace then sends John a letter of confirmation of his order over the internet. When the software arrives at John’s place, John refuses to accept delivery. John
rejects the software because after placing the order, John found the same software at a cheaper price. Assuming that the various cyberspace laws only address
authentication, attribution, warranties and signature verification and is not applicable, discuss this situation by applying Article 2 of the Uniform Commercial
Code. Note, remember to discuss the elements of Article 2.
B. Commercial Contracts
Erma, a merchant, receives a brochure from Ammco regarding some merchandise that is sold in Erma’s business. Erma then sends in a purchase order ordering 25
units of merchandise (which exceeds $500.00 in value). Ammco upon receipt of the order, sends a letter of confirmation Erma’s order. The letter of confirmation
contains additional information. The letter of confirmation sent by Ammco states that ” the price did not include shipping and insurance costs and that the
shipping costs and insurance cost would be added on to the total contract price”. While the goods were in transit, the truck was hijacked and all the merchandise,
including Erma’s order. What law is applicable to this transaction and why? Was there proper formation? Is the carrier liable for the stolen merchandise? Is
Ammco liable? Is Erma liable? Discuss.
C. Sarbanes Oxley Act
Analyze the following scenarios and determine which Title of the Sarbanes Oxley Act is applicable and explain the correct application of
the law.
- Whether or not a Chief Financial Officer or Chief Executive Officer is criminally liable for certifying reports that contain misrepresentation in the
financial statement of a public corporation. - Whether or not a CFO or CEO is liable for using their respective position to influence an “audit report” of a public corporation.
- Whether or not an outside auditing firm must report directly to the “internal auditing committee” of a public corporation.
- Whether or not a manager or executive is criminally liable for “whistleblower retaliation”.
- Whether or not there is criminal liability for destruction of document with the intent to impede criminal investigation.
- Whether or not a public corporation can make loans to managers and executives.
- Whether or not a person who conspires with other to engage in fraudulent activities will receive the same punishment as those who actually engage
in the fraudulent activity.
Discuss each as the scenario applies to the Sarbanes Oxley Act.
D Securities Violations
Charles is the president of a non public corporation that plans on going public for the first time. Charles in collaboration with the accountants and
auditors of the corporation prepares a “financial statement” to be used for the distribution of dividends. Charles knows that the issuance of dividends to the
“private investors” will affect the “market value of the stock of the corporation” when the corporation goes public. However, the financial statement grossly
inflates the value of the “assets of the corporation” and also, Charles has created sham corporations who placed orders with his corporation. As a result the “cash
flow” of the corporation is grossly overstated and does not reflect accurately the earnings of the corporation. As a result, the board of directors issues the
dividends.
Charles registers the information (including the financial statement) with the Security Exchange Commission for purposes of offering the stock of the
company to the public for the first time. After the registration, and going through the “waiting period” the stock is offered to public. In reliance on information
provided in the “registration”, the market value of the stock soars providing enormous capital to the corporation.
Is this a “security transaction”?
Is there a SEC 1933 violation?
Is there a SEC 1934 violation?
Is this a “proper distribution of dividends”?
E. Intra-Business Relationship
Rudolph has a chain store operation in country X. Rudolph decides to expand his business operations into the United States. To cover the cost of
expansion, Rudolph decides to “franchise” the operation into the United States Carl, a resident of country X, enters into a franchise agreement with Rudolph to
open a franchise in the United States. The franchise agreement requires that Carl make a substantial investment of funds to open the franchise in the United States.
Furthermore, the franchise agreement requires that Carl’s franchise employ only US residents as employees and that the franchise funds be used to purchase land
and construct a building in the United States
Rudolph realizes that Carl does not have the business acumen to run the franchise in the United States. Randolph sends Robert, a resident of country
X, to manage and direct the franchise on a temporary basis until Carl is competent to run the franchise in the United States. To make sure the franchise complies
with US accounting laws, Robert contracts with Flo (who has a small accounting firm) in the United States. However, Robert requires that Flo work for the
franchise exclusively and full time, that Flo maintain an office on the premises of the franchise and Robert constantly reviews the records and documents of Flo to
make sure they are accurate. Since Flo spends a lot of time at the franchise, Robert is always asking Flo out for a date and is always making “sexual comments”
about her. What is the immigration status of Carl? What is the immigration status of Robert? What is the legal status of Robert? What is the legal status of Flo?
Can Flo maintain a “sexual harassment” action against Robert.
F. Corporation
Arthur is the vice president of Finance at Inco Incorporated. Arthur is responsible for determining if the corporation will give out dividends. The dividends are to
be given in the next quarter. Arthur reviews the financial status of the corporation and determines that no dividends could be given in the next quarter. Arthur and
his staff decides to remove some funds from the “employee retirement accounts”, also the “unemployment compensation payments”, workers compensation
premium accounts and the quarterly tax statement accounts (manipulating the books) to show a profit for the current quarter. Based on Arthur’s report, the Board
of Directors declares a dividend. When the dividend is declared, the market price of the stock increases and Inco receives paid in surplus and allows Arthur to
replenish the accounts where the funds were withdrawn. Also, Arthur exercises his stock options when the price of shares in Inco increased. Has Arthur violated
any laws? Are the Directors liable for Arthur’s action? What are the proper sources for dividends?
