Also known as: all or substantially all assets · all or substantially all of the assets · substantially all assets
Written by attorneys — see sources below.
2 senses
A devise that covers the entire estate or nearly the entire estate of the testator. Under omitted-child statutes the existence of such a devise prevents an after-born child from receiving an intestate share when the surviving parent takes the estate.
A devise that covers the entire estate or nearly the entire estate of the testator. Under omitted-child statutes the existence of such a devise prevents an after-born child from receiving an intestate share when the surviving parent takes the estate.
A standard for proving a bona fide occupational qualification defense under Title VII. An employer must show a factual basis for believing that all or substantially all members of a protected class cannot perform the job safely and efficiently.
A standard for proving a bona fide occupational qualification defense under Title VII. An employer must show a factual basis for believing that all or substantially all members of a protected class cannot perform the job safely and efficiently.
Each sense below has its own examples, sources, and questions.
After executing a will that left his entire estate to his spouse, a testator had a child with that spouse. The will contained no provision for the child. Because the will devised all or substantially all of the estate to the surviving parent who was entitled to take, the omitted child received no intestate share.
3 common questions
Shareholder approval is required when the disposition leaves the corporation without a significant continuing business activity. A corporation is conclusively deemed to retain such an activity if the retained business represents at least twenty-five percent of total assets and at least twenty-five percent of revenues or income on a consolidated basis.
Supporting sources
No. Corporate statutes permit a corporation to transfer any or all assets to one or more wholly owned subsidiaries without shareholder approval. The exemption applies even when the subsidiary later sells the assets to a third party, because the initial transfer is internal.
Supporting sources
If the testator had no living child when the will was executed, the omitted child receives an intestate share unless the will devised all or substantially all of the estate to the other parent who survives and takes under the will. The exception prevents the omitted child from receiving a share in that circumstance.
Supporting sources
A state prison adopted a height and weight rule that excluded most women from guard positions in male facilities. The employer offered no evidence that substantially all women would be unable to perform the duties safely. The rule therefore failed to qualify as a bona fide occupational qualification.
Dianne Rawlinson applied for employment as a correctional counselor trainee with the Alabama Board of Corrections. At the time of her application she was a 22-year-old college graduate whose major course of study had been correctional psychology. Her application was rejected because she failed to meet the minimum 120-pound weight requirement established by an Alabama statute, which also sets a height minimum of 5 feet 2 inches. Following the rejection of her application, Rawlinson filed a charge with the Equal Employment Opportunity Commission and received a right-to-sue letter. She then filed a complaint in the District Court on behalf of herself and other similarly situated women, challenging the statutory height and weight minima. While the suit was pending, the Alabama Board of Corrections adopted Administrative Regulation 204, establishing gender criteria for assigning correctional counselors to contact positions in maximum-security institutions. Rawlinson amended her class-action complaint to add a challenge to Regulation 204. Alabama's prisons are segregated on the basis of sex, with four major all-male maximum-security penitentiaries featuring large dormitories with communal showers and toilets. The Board also operates the Julia Tutwiler Prison for Women and other facilities. A correctional counselor's primary duty is to maintain security and control of the inmates by continually supervising and observing their activities. At the time of the litigation the Board employed 435 people in correctional counselor positions, 56 of whom were women, with 336 of the positions located in the four maximum-security male penitentiaries. A three-judge Federal District Court for the Middle District of Alabama decided in Rawlinson's favor in Mieth v. Dothard. The Supreme Court noted probable jurisdiction of the appeal from the District Court's judgment. The record showed that conditions in the Alabama prisons included rampant violence and a jungle atmosphere, with sex offenders scattered throughout the facilities. No attempt was made to classify or segregate inmates according to their offense or level of dangerousness due to inadequate staff and facilities.
View caseA battery manufacturer excluded all fertile women from jobs involving lead exposure. The company could not show that substantially all women would be unable to perform the work safely. The policy therefore violated Title VII because it rested on an impermissible sex-based generalization.
Johnson Controls, Inc. manufactures batteries. The manufacturing process uses lead as a primary ingredient. Occupational exposure to lead creates health risks, including potential harm to a fetus carried by a female employee. Before the Civil Rights Act of 1964, the company employed no women in battery-manufacturing jobs. In June 1977, Johnson Controls announced its first official policy on employment of women in lead-exposure work. The policy stated that protection of the health of the unborn child is the responsibility of prospective parents. It also stated that it would be illegal discrimination to treat all women capable of pregnancy as though they will become pregnant. The 1977 policy required a woman seeking consideration for employment to sign a statement. The statement acknowledged evidence that women exposed to lead have a higher rate of abortion. It advised that it was medically good sense not to run that risk if she wanted children. Five years later in 1982, after eight employees became pregnant between 1979 and 1983 while maintaining blood lead levels in excess of 30 micrograms per deciliter, Johnson Controls adopted a new policy. The new policy excluded women who were pregnant or capable of bearing children from jobs involving lead exposure. It also excluded them from jobs that could expose them through bidding, bumping, transfer or promotion rights. The 1982 policy defined women capable of bearing children as all women except those whose inability to bear children is medically documented. It applied to any work station where an employee had recorded a blood lead level over 30 micrograms per deciliter. It also applied where the site had yielded an air sample exceeding 30 micrograms per cubic meter over the past year. In April 1984, the International Union, United Automobile, Aerospace & Agricultural Implement Workers of America and individual plaintiffs filed a class action. The plaintiffs included Mary Craig, who chose sterilization to avoid losing her job. Elsie Nason was a 50-year-old divorcee transferred out of a lead-exposed job with loss of compensation. Donald Penney was denied a leave of absence to lower his lead level because he intended to become a father. The suit was filed in the United States District Court for the Eastern District of Wisconsin. The District Court certified a class of all past, present and future production and maintenance employees in UAW bargaining units at nine Johnson Controls plants. The class consisted of those who have been and continue to be affected by the 1982 Fetal Protection Policy. The District Court granted summary judgment for Johnson Controls. The Court of Appeals for the Seventh Circuit, sitting en banc, affirmed the summary judgment by a 7-to-4 vote. The Supreme Court granted certiorari in 1990.
A corporation's board agreed to sell its core operating division, which accounted for over eighty percent of assets and revenues, to a competitor. The remaining business fell below the twenty-five percent safe harbor threshold. Shareholder approval was therefore required before the transaction could proceed.
Paramount Communications Inc. is a Delaware corporation with principal offices in New York City whose outstanding common stock trades on the New York Stock Exchange and whose businesses include motion picture and television studios, book publishing, professional sports teams, and amusement parks. Viacom Inc. is a Delaware corporation controlled by Sumner M. Redstone through National Amusements Inc., which owns approximately 85.2 percent of Viacom's voting Class A stock. QVC Network Inc. is a Delaware corporation headquartered in West Chester, Pennsylvania, whose chairman and chief executive officer is Barry Diller and whose large stockholders include Liberty Media Corporation, Comcast Corporation, Advance Publications, and Cox Enterprises. Negotiations between Paramount and Viacom began in earnest in early September 1993 after earlier discussions dating to April 1993. On September 12, 1993, the Paramount board unanimously approved an original merger agreement under which each Paramount share would be converted into 0.10 shares of Viacom Class A voting stock, 0.90 shares of Viacom Class B nonvoting stock, and $9.10 cash; the board also approved amendments to Paramount's poison pill rights agreement, a no-shop provision, a $100 million termination fee, and a stock option agreement granting Viacom the right to purchase 19.9 percent of Paramount's outstanding shares at $69.14 per share with a note feature and put feature. On September 20, 1993, QVC proposed a merger at approximately $80 per share. On October 21, 1993, QVC publicly announced an $80 cash tender offer for 51 percent of Paramount's shares with a second-step merger exchanging each remaining share for 1.42857 shares of QVC common stock, conditioned on invalidation of the stock option agreement. On October 24, 1993, Paramount and Viacom executed an amended merger agreement that increased the consideration but retained the defensive measures without modification. Viacom raised its offer to $85 per share on November 6, 1993, and QVC responded on November 12 by raising its offer to $90 per share. At a November 15 board meeting the Paramount directors determined that the QVC offer was not in the best interests of stockholders, citing the no-shop provision and perceived uncertainties in QVC's financing and conditions. QVC and certain Paramount stockholders filed consolidated actions in the Court of Chancery seeking preliminary and permanent injunctive relief. On November 24, 1993, the Court of Chancery granted a preliminary injunction enjoining Paramount from facilitating the Viacom tender offer or exercising the stock option agreement. The Supreme Court of Delaware accepted the expedited interlocutory appeal, affirmed the injunction by order dated December 9, 1993, and issued its full opinion on February 4, 1994.
An airline refused to hire applicants over age sixty for flight engineer positions. The carrier failed to demonstrate that substantially all individuals over sixty could not perform the duties safely. The age restriction therefore did not qualify as a bona fide occupational qualification.
In 1978, Western Air Lines, Inc. operated commercial flights using aircraft such as the Boeing 727 and McDonnell-Douglas DC-10, each requiring a captain, first officer, and flight engineer in the cockpit. The Federal Aviation Administration prohibited pilots and first officers from serving after reaching age 60 but imposed no such mandatory retirement age on flight engineers. Western maintained a retirement plan requiring all cockpit crew members, including flight engineers, to retire at age 60. Respondents Criswell and Starley served as captains on DC-10s and turned 60 in July 1978. To avoid retirement, they bid for flight engineer positions based on seniority under the collective-bargaining agreement. Western denied their applications, citing the retirement plan provision. Respondent Ron, a career flight engineer, was also retired upon turning 60 that year. Criswell, Starley, and Ron filed suit in the District Court for the Central District of California alleging that Western's under-age-60 qualification for flight engineers violated the Age Discrimination in Employment Act of 1967. At trial, the parties presented evidence on the flight engineer's duties, which are less critical than a pilot's during normal operations but important in emergencies, along with conflicting medical testimony regarding age-related physiological changes and the feasibility of individualized medical examinations for persons over 60. Several airlines employed flight engineers over age 60 without safety issues. The jury received instructions defining the BFOQ defense and requiring Western to prove both the reasonable necessity of the age qualification to safe operations and the impracticality of individualized assessments. The jury returned a verdict for the plaintiffs and awarded damages. The District Court granted additional equitable relief. On appeal, the Court of Appeals for the Ninth Circuit affirmed the judgment in all respects. The Supreme Court granted certiorari to review the BFOQ instruction issue.
A newly elected sheriff discharged all non-policymaking employees who had supported the opposing candidate. The dismissals affected substantially all employees in the office. Because the action diminished the voting power of minority supporters without justification, the terminations violated the First Amendment.
In December 1970, the Sheriff of Cook County, a Republican, was replaced by Richard Elrod, a Democrat. At that time, respondents, all Republicans, were employees of the Cook County Sheriff's Office. They were non-civil-service employees and therefore not covered by any statute, ordinance, or regulation protecting them from arbitrary discharge. One respondent, John Burns, was Chief Deputy of the Process Division and supervised all departments of the Sheriff's Office working on the seventh floor of the building housing that office. Frank Vargas was a bailiff and security guard at the Juvenile Court of Cook County. Fred L. Buckley was employed as a process server in the office. Joseph Dennard was an employee in the office. It has been the practice of the Sheriff of Cook County, when he assumes office from a Sheriff of a different political party, to replace non-civil-service employees of the Sheriff's Office with members of his own party when the existing employees lack or fail to obtain requisite support from, or fail to affiliate with, that party. Consequently, subsequent to Sheriff Elrod's assumption of office, respondents, with the exception of Buckley, were discharged from their employment solely because they did not support and were not members of the Democratic Party and had failed to obtain the sponsorship of one of its leaders. Buckley is in imminent danger of being discharged solely for the same reasons. Respondents allege that the discharges were ordered by Sheriff Elrod under the direction of the codefendants in this suit. Respondents brought this suit in the United States District Court for the Northern District of Illinois against petitioners, Richard J. Elrod, Richard J. Daley, the Democratic Organization of Cook County, and the Democratic County Central Committee of Cook County. Their complaint alleged that they were discharged or threatened with discharge solely for the reason that they were not affiliated with or sponsored by the Democratic Party. They sought declaratory, injunctive, and other relief for violations of the First and Fourteenth Amendments and 42 U.S.C. §§ 1983, 1985, 1986, 1988. Finding that the respondents failed to make an adequate showing of irreparable injury, the District Court denied their motion for a preliminary injunction and ultimately dismissed their complaint for failure to state a claim upon which relief could be granted. The United States Court of Appeals for the Seventh Circuit, relying on Illinois State Employees Union v. Lewis, 473 F.2d 561 (CA7 1972), reversed and remanded, holding that respondents' complaint stated a legally cognizable claim. The Court of Appeals instructed the District Court to enter appropriate preliminary injunctive relief. 509 F.2d 1133 (1975). The Supreme Court granted certiorari. 423 U.S. 821.
1 common questions
The employer must demonstrate a factual basis for believing that all or substantially all members of the excluded sex would be unable to perform the job safely and efficiently. Stereotyped assumptions about physical capabilities are insufficient without evidence tied to the specific duties of the position.
Supporting sources