This is a take-home exam. The exam is to be handed out on July 19, 2014 and returned on or before final exam time (July 23, 2014). Please underline or bold-type important terms, laws and phrases. There is no correct answer. The emphasis of this exam is the application of elements of each law. The student will be evaluated in terms of discussing the elements and applying the elements in reaching a conclusion. Each student must answer four (4) and F is mandatory. That means, each student must answer F and choose three among A, B, C, D and E. 100 points.
A. Contracts (Commercial)

John goes to the internet to purchase some computer software. John locates Ace Inc. Computer Software 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 and refuses delivery. 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. Contracts (Commercial)

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 containing additional information which states that the price did not include shipping and insurance costs and that the shipping costs and insurance 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 Sar Banes Oxley Act is applicable and explain the correct application of the law.
1. 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.
2. Whether or not a CFO or CEO is liable for using their respective position to influence an “audit report” of a public corporation.
3. Whether or not an outside auditing firm must report directly to the “internal auditing committee” of a public corporation.
4. Whether or not a manager or executive is criminally liable for “whistleblower retaliation”.
5. Whether or not there is criminal liability for destruction of document with the intent to impede criminal investigation.
6. Whether or not a public corporation can make loans to managers and executives.
7. 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 of the “cash flow” of the corporation is 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 construction of 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 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?