contracts, combinations and conspiracies that restrain trade
what is considered in the rule of reason test?
the nature of the business involved
the defendant's position in the industry
how the restraint will likely affect the industry
thr purported goal of the restraint
Per Se Violations
certain categories of restraints are inherently illegal by their very nautre and, thus, are illegal
Plaintiff need only show this type of restraint occured; not that the restraint limited competition
defendent may not defend by showing the restraint was reasonable
Horizontal Restraints
involve agreements between industry players that are on the same marketing level
generally illegal per se
What sanctions are available against an individual who has violated the federal anti-trust laws?
Violation of the Sherman Act provides for:
Fines
Imprisonment
Civil Damages
Define Conglomerate Merger
a firm acquires a company in a completely different business.
When does monopoly power exist
when a firm has sufficient market power to control prices or exclude competition
Under securities act of 1933 section 11: what must a plantiff prove to hold a cpa liable
plantiff acquired stock
plantiff acquired loss
registration statement contained material misrepresentation or material omission of fact
An accountant is prohibited from showing the working papers to anyone without the client's permission except:
lawful subpoena
surviving member of the firm
quality control panel
AICPA/State trial board
court proceedings
Elements of actual fraud
misrepresentation of material fact
intent to deceive (knowing the statement was false) scienter
actual and justifiable reliance by plaintiff on the the misrepresentation
an intent to induce plaintiff's reliance on the misrepresntations
and damages
Elements of constructive fraud
misrepresentation of material fact
defendent acts with gross negligence or recklessly
intent to induce plaintiff's reliance
actual and justifiable reliance by plaintiff on the the misrepresentation
damages
Who is the CPA liable to who negligently gives an opinion on an audit of a client's financial statements?
The client
Under the majority rule, to any person or limited foreseeable class of persons whom the CPA knows will be relying on the CPA's work.
Ultramares rules
Limits the CPA liability more narrowly to persons in privity of contract with the CPA (clients) and intended (not forseen) third party beneficiaries.
What penalties may be imposed on a CPA when the CPA breaches contract.
When a CPA breaches contract for professional services, the client and any third party beneficiary of the contract is entitled to compensatory money damages.
What does a law suit for common law fraud need to succeed?
scienter
When can a client claim accountant-client privilege?
A client can clain client-accountant privilege only in states that have enacted a statute creating such a privilege.