gb 110 - the legal and ethical environment of business.doc

The Legal and Ethical Environment of Business (Fall 2013)GB 110-009 (90268) (TR, 3:35-4:50) GB 110-010 (90269) (TR, 5:00-6:15)

Jennison Hall 401

Syllabus HighlightsInstructor:

Jonathan J. Darrow, [email protected]

607-237-1181 (cell); Office: Morison Hall 120; Office Hours: Tues/Thurs 2:25-3:25 usu. held in Lower Caf (look for my name tent)Administrative

Roseann Cotoni, Administrative Assistant (Law, Tax & Financial Planning Department) questions:

Morison 133, (781) 891-3198Required Materials: 1) R. Miller & F. Cross, The Legal Environment Today (6th ed. 2012) [ISBN 978-0-324-59925-1]

2) Business Ethics, Annual Editions (McGraw Hill, 2013/2014) [ISBN 978-0-07-352879-3]Grading:

15%Test 1 (all tests/exams are closed book)

15%Test 2

+2 Test points (any of Tests 1-2): Law in the News (print article & share with class) [extra credit]

+5 Test points (any of Tests 1-2): Present (5 minutes) an assigned case from the text (w/ permission of instructor) [extra credit]

20%Final Exam (Comprehensive Final Exam)

15%Written Assignment(s) / Presentation(s) (individual)

10%Written Assignment(s) / Presentation(s) (team)25%Class participation (27 classes = 3.7% per class, + bonus for perfect attendance), includes supplemental lecture(s)!!Attendance:

ATTENDANCE IS REQUIRED. Please provide advance notice for unavoidable absence; additional make-up assignment must be completed to receive participation credit.

Reading:

Please study all assigned Chapters/readings (including cases!) BEFORE class. Be prepared to contribute.

DateRead ChapterRead Case(s) [Sign Up]Addl ReadingOptional Debate

13 Sep 2013[Ch 0] Course Introduction: SyllabusBuy Textbooks

25 Sep 2013 Ch 1 Business & Its Legal Environment Ch 1 Appendix (p23-35)

310 Sep 2013Ch 2 Ethics Blackboard: Raytheon; Whole F.

Bus. Ethics Arts. 4 & 51

412 Sep 2013Ch 3 [Court System and ADR] NCR v. Korala

517 Sep 2013Ch 4 [Constitutional Law]Heart; Gibbons; Bad Frog

619 Sep 2013Ch 5 [Torts]Lott; Palsgraf; Roommate.com

724 Sep 2013Test 1 (Ch 0,1,2,3,4)

826 Sep 2013Ch 5 [Torts]Bus. Ethics Art. 31

91 Oct. 2013Ch 6 [Criminal Law] GeorgeBus. Ethics Art. 14

103 Oct 2013Ch 7 [International Law]Fuji; Carnero; Khulamani

118 Oct 2013Ch 8 [Intellectual Property]Koke; Menashe; BMG

1210 Oct 2013Ch 8 [Intellectual Property]deadline to submit Test 2 QsDrug Patents

15 Oct 2013MiniBreak: No UG Classes

1317 Oct 2013Ch 9 [Contract Formation]Urhahn; Lucy; HamerBlackBoard: New Eng. Rock

1422 Oct 2013Ch 10 Contr. Performance & RemediesInkel; Facto; Hadley; Stainbrook

1524 Oct 2013Test 2 (Ch 5,6,7,8,9,10)

1629 Oct 2013Ch 12 [Strict Liability]Buick, Philip Morris; Jumpkingpp371-74; Blackboard: Blue Ship;

Bus. Ethics Art. 30Vaccines

1731 Oct 2013Ch 14 Business OrganizationsGarden City; O2 Dev.

185 Nov 2013Mandatory lecture @ Lindsay Hall3:30 pm, Koumantzelis Auditorium

195 Nov 2013Ch 15 CorporationsAngelo; Aqua; PortnoyBus. Ethics Art. 28GMOs

207 Nov 2013Ch 16 AgencyMotorsport; WarnerBus. Ethics Art. 53

2112 Nov 2013Ch 17 [Employment/Labor Law]Tyson Foods BlackBoard: ..Whistleblowers Bus. Ethics Arts. 24 & 25At-will Employment

2214 Nov 2013Ch 18 Employment DiscriminationBurlington; Sprint; MosbyBlackboard: Ricci v. DeStefano

Bus. Ethics Arts. 17 & 19Ricci

2319 Nov 2013Ch 19 [Administrative Agencies]Submit Individual Writing Assign.Health Insurance

2421 Nov 2013Ch 24 [Securities Law & Corp. Law]Texas Gulf; Stoneridge, BergerBus. Ethics Art. 27Downloading

2526 Nov 2013Ch 21 [Environmental Law] New Jersey; DowOutsourcing

28 Nov 2013Thanksgiving Break: Bentley Closed

263 Dec 2013Ch 23 [Antitrust Law]Deadline to submit final exam QsIvy League

27 5 Dec 2013Ch 23 [Antitrust Law]Optional student presentationsWar on Drugs

18 Dec 2013If you have class at 3:35, Final Exam (all chapters) is today at 1pm 3pm

19 Dec 2013If you have class at 5:00, Final Exam (all chapters) is today at 9AM 11AM

GB 110: The Legal and Ethical Environment of Business

Bentley University

Full Syllabus, 2013Instructor: Jonathan J. DarrowTelephone: 607-237-1181Email: [email protected]

Office Hours: Tues/Thurs 2:25-3:25Bentley University

Roseann Cotoni

Morison Hall

Administrative Assistant

Morison Hall Room 133

(781) 891-3198

COURSE DESCRIPTION:

The course provides an introduction and overview of the legal environment of business and e-commerce, with an emphasis on legal, governmental and ethical issues. Ethics will be introduced in the beginning and then crosscut through all the material. This course discusses the legal system, the constitutional law, business crimes, torts including product liability, contracts, employment law, intellectual property, business organizations, government regulation of business, securities law and Sarbanes-Oxley, professional responsibility, environmental concerns, and international law. The course will also examine the impact of law on e-commerce. PREREQUISITES: NONE

COURSE GOALS:

Knowledge: Our students will understand the legal and ethical ramifications of managerial decisions and actions in both the domestic and international environments.

Perception: Our students will understand the vital role law plays in society. Our students will appreciate that obeying laws and practicing ethical standards of conduct are the most important considerations and obligations for society whether engaged in business or other endeavors. Skills: Our students will practice critical thinking and analysis and will enhance their written and oral communication skills.

STUDENT LEARNING OBJECTIVES:

Students will be able to:

Identify legal issues in time to seek appropriate legal advice.

Understand the legal ramifications of managerial decisions and actions in both domestic and international environments.

Practice critical thinking as well as written and oral communication skills by identifying legal issues and expressing the analysis in several different kinds of written formats.

Identify diversity issues in the workplace and appreciate their legal consequences.

Utilize the knowledge of the law as a strategic asset in business decision making.

Identify ethical issues and social corporate responsibility and their interrelationship to legal issues in business decision-making.

Identify key decision points in business disputes which culminate in litigation or a dispute settlement process and their interrelationship with cost factors.

COURSE MATERIALS

Roger Leroy Miller and Frank B. Cross, The Legal Environment Today, (6th edition, South Western Cengage Learning 2010) (ISBN 978-0-324-59925-1)

Business Ethics, Annual Editions 11/12 (McGraw Hill, 2012) (ISBN 9780073528656)

READINGS IN ETHICS are articles from the Business Ethics, Annual Editions book.

Cases and other items posted on class Blackboard site.

STUDENT EVALUATION PROCEDURE :

See Syllabus Highlights section, above. -- J. DarrowIMPORTANT COURSE NOTES:

Attendance. Class attendance and participation are essential parts of this course. Students are expected to attend all classes, be prepared for each class, and engage in class discussions in compliance with the Bentley University Attendance Policy as stated in the Student Handbook. More than two excused or unexcused absences may negatively impact your class participation grade.

Written Assignments. You will be given written assignments in this course. Each written assignment must be completed by its due date. Late papers will be penalized 10% for each day late unless you have an emergency or have given me a valid, documented excuse in advance of the due date. Assignments that are more than three days late will not be accepted and will receive a grade of zero.

Exams and Quizzes. Quizzes and exams will cover concepts discussed in class and/or

contained in the text as well as any supplemental materials that have been assigned. Exams and quizzes are to be given and taken when scheduled. Make-up exams are not an automatic right of students. Make-up exams are only given in well-documented and exceptional cases.

Classroom Etiquette. Cell phones should be turned off while in class. If you must leave before the end of class, please let me know ahead of time, other than in an emergency. Blackboard Website

Please visit the Blackboard site for this course regularly for announcements, course information, class documents, and more. You can log in to Blackboard from any location, at any time at http://blackboard.bentley.edu.

Academic INTEGRITYThis class will be conducted in full accordance with Bentleys policies about academic integrity and the Bentley Honor Code. These can be found at:

http://www.bentley.edu/shandbook/integrity/http://www.bentley.edu/shandbook/Integrity/The_Bentley_Honor_Code.cfmThe Bentley Beliefs

This class will be conducted in full accordance with The Bentley Beliefs. Please reread the Beliefs, which can be found at http://www.bentley.edu/shandbook/index.cfm.

Learning Disabilities

If you have a hidden or visible disability which may require classroom or exam accommodations, please see me as soon as possible. If you have not already done so, please register with Stephanie Brodeur, Coordinator of Disability Services in LaCava 166, who is responsible for coordinating accommodations and services for students with disabilities. I will make every effort to accommodate students with documented learning disabilities, as long as you inform me of your needs ahead of time. For further information on documenting a learning disability, please go to http://www.bentley.edu/counseling/disability_services.cfm.TENTATIVE COURSE SCHEDULE [see syllabus highlights, above, for schedule] (May be modified at instructors discretion) Please note that additional supplemental lectures on campus may be assigned depending upon campus schedule.

Class One

The Legal System Overview and Legal Research

Chapter 1: Pages 2-22

Chapter 1 Appendix Pages 23-35Topics: Primary Sources of Law; Common Law Tradition; and Legal Research Skills.

Class TwoThe Court System and Alternative Dispute Resolution

Administrative Agencies

Chapter 3: Pages 73-78; 88-end


Topics: Federal and State Court System; Alternative Dispute Resolution; and Powers and Functions of Administrative Agencies.

Assigned Case:

NCR Corp. v. Korala Associates Ltd. (2008), p. 91

Constitutional Authority to Regulate Business


Topics: Constitutional Powers of Government; Business and the Bill of Rights; Due Process and Equal Protection; and Privacy Rights.

Assigned Cases:

Heart of Atlanta Motel v. United States (1964), p. 104

Gibbons v. Ogden (Landmark case -1824), p. 106

Bad Frog Brewery, Inc. v. New York State Liquor Authority (1998),

p. 113Class Three

Ethics and Professional Responsibility


Topics: Business Ethics; Approaches to Ethical Reasoning; How the Law Influences Business Ethics; Making Ethical Business Decisions; and Business Ethics on a Global Level.

In this class we will discuss the importance of business ethics and the approaches to ethical reasoning. The class will discuss ethical theory in general and reasons why ethical analysis is relevant to an understanding of legal reasoning.

READINGS IN ETHICSArticle 4, Building an Ethical Framework, p.13Article 51, Creating an Ethical Culture, p.200Conscious Capitalism see Blackboard for article by John Mackey, CEO of Whole Foods Market Ethics as a Business Strategy Video Lecture - Andrew Liveris, CEO The Dow Chemical Company

http://atc.bentley.edu/stream.asp?url=//fall10/cbe/cbe_raytheon_liveris.wmvClass Four

Business Crimes

Chapter 6: Pages 173-183; 197-end

Topics: Types of Crimes, with focus on White-Collar Crime; Cyber Crimes; and Discussion of Enron Case.

Assigned Cases:

George v. Commonwealth of Virginia (2008), p.176

READINGS IN ETHICS:

Article 14, When Youre Most Vulnerable to Fraud, p 52

Mandatory Lecture:Raytheon Lecture in Business Ethics:

Georg Kell, Executive Director, United Nations Global CompactCreating the Architecture of a Better World

Tuesday October 29, 2013, @ 3:30PM Wilder Pavilion

Class Five

Torts and Cyber Torts


Topics: Basis of Tort Law; Intentional Torts against Persons and Business Relationships (Assault and Battery; False Imprisonment; Infliction of Emotional Distress; Defamation; Invasion of the Right to Privacy; Appropriation; Misrepresentation; Fraud; Wrongful Interference).

Assigned Case:

Lott v. Levitt (2007), p. 137

READINGS IN ETHICS:

Article 31, Privacy and the Internet, p.109Class Six

Torts and Cyber Torts

Chapter 5 cont.: Pages 148-167

Topics: Intentional Torts against Property; Negligence; Defenses to Negligence; and Cyber Torts.Assigned Cases:

Palsgraf v. Long Island Railroad Co. (Landmark Case -1928), p.155

Fair Housing Council v. Roommate.com, LLC (2008), p. 159

Class Seven

Strict Liability, Product Liability, and Warranties

Chapter 12: Pages 388-410; Chapter 11: Pages 371-374

Topics: Strict Liability; Product Liability; Strict Product Liability; and Defenses to Product Liability.

Assigned Cases:

Webster v. Blue Ship Tea Room (1964) (Blackboard)

MacPherson v. Buick Motor Co (Landmark Case -1916), p. 391

Bullock v. Philip Morris, USA, Inc. (2008), p.397

Crosswhite v. Jumpking, Inc. (2006), p. 399READINGS IN ETHICS:

Article 30, Trust in the Marketplace, p.106Class Eight

Contract Formation


Topics: The Functions of Contract Law; Definitions; Elements of a Contract; Types of Contracts; and Agreement.

Assigned Cases:

Uhrhahn Construction & Design Co. v. Hopkins (2008), p. 279

Lucy v. Zehmer (Classic Case - 1954), p. 283

Class Nine

Contract Formation, continued

Chapter 9: Pages 293-end

Topics: Contractual Consideration, Capacity, and Legality.

Assigned cases:

Hamer v. Sidway (Landmark Case - 1891), p. 295

New England Rock Services (1999) (Blackboard)

Class Ten

Contract Performance

Chapter 10: Pages 311-331Topics: Genuineness of Assent; the Statute of Frauds; Third Party Rights; and Performance and Discharge.Assigned Case:

Inkel v. Pride Chevrolet-Pontiac, Inc. (2008), p. 313

Facto v. Pantagis (2007), p. 330

Class Eleven

Contracts: Breach and Remedies


Topics: Breach of Contract and Remedies: Types of Damages; Equitable Remedies; Election of Remedies; and Contract Provisions Limiting Remedies.

Assigned Cases:

Hadley v. Baxendale (Landmark Case - 1854), p. 335

Stainbrook v. Low (2006), p. 337

Class Twelve

International Law in a Global Economy


Topics: The Sources and Principles of International Law; the Foreign Sovereign Immunities Act of 1976; Commercial Contracts in an International Setting; and Application of US Laws in a Global Context.

Assigned Cases:

Fuji Photo Film, Co. v. International Trade Commission (2007), p. 214

Carnero v. Boston Scientific Corp. (2006), p. 223

Khulumani v. Barclay National Bank, Ltd. (2007), p. 226

Class Thirteen

Agency


Topics: Agency Relationship; Formation of an Agency Relationship; Duties of Agent and Principal; Agents Authority; Liability in Agency Relationships; and Termination of Agency Relationships.

Assigned Cases:

Motorsport Marketing, Inc. v. Wiedmaier, Inc. (2006), p. 539

Warner v. Southwest Desert Images, LLC (2008), p. 554

READINGS IN ETHICS:

Article 53, Hiring Character, p. 206Class Fourteen

Mid-semester review

Class Fifteen

Midterm ExamClass Sixteen

Employment, Immigration, and Labor Law

Chapter 17: Pages 566-569; 581-593

Topics: Employment at Will; Employee Privacy Rights; and Immigration Law.

Assigned Cases:

Trollinger v. Tyson Foods, Inc. (2007), p. 588

READINGS IN ETHICS:

Learning to Love Whistleblowers (Blackboard)

INSERTArticle 25, Whistleblowers: Why You Should Heed Their Warnings, p.86

INSERTArticle 24, Deep Throats Lessons for Whistle-Blowers p. 84

Class Seventeen

Employment Discrimination


Topics: Title VII of the Civil Rights Act (Race, Religion, Color, Gender, and Natural Origin) and Sexual Harassment.

Assigned Cases:

Burlington Northern & Santa Fe Railway, Co. v. White (2006), p. 612Ricci v. DeStefano Excerpt (2009) (Blackboard)

READINGS IN ETHICS

INSERTArticle 17, American Apparel and the Ethics of a Sexually Charged

Workplace, p. 61

Class Eighteen

Employment Discrimination, continued


Topics: Discrimination Based on Age; Discrimination Based on Disability; Defenses to Employment Discrimination; and Affirmative Action.

Assigned Cases:

Sprint/United Management Co. v. Mendelsohn (2008), p. 618

Francin v. Mosby, Inc. (2008), p. 626

READINGS IN ETHICS

Article 19, Older Workers: Running to the Courthouse, p.65Class Nineteen

Intellectual Property

Chapter 8: Pages 236 272

Topics: Trademarks; Patents; Copyright; and Trade Secrets.

Assigned Cases:

The Coca-Cola Co. v. Koke Co of America (Classic Case - 1920), p. 238

Menashe v. Secret Catalogue, Inc. (2006), p. 242

Leadsinger, Inc. v. BMG Music Publishing (2008), p. 257

Class Twenty

Business Organizations


Topics: Sole Proprietorships; Partnerships; Limited Liability Companies; Limited Liability Partnerships; Special Business Forms; Franchises; and Raising Financial Capital.

Assigned Cases:

Garden City Boxing Club, Inc. v. Dominguez (2006), p. 454

02 Development, LLC v. 607 South Park, LLC (2008), p. 471

Class Twenty-OneCorporations


Topics: Nature and Classification of Corporations; Corporate Formation; Piercing the Corporate veil; Directors and Officers; and Shareholders.

Assigned Cases:

Commonwealth v. Angelo Todesca Corp. (2006), p. 493

In re Aqua Clear Technologies, Inc. (2007), p. 505

Portnoy v. Cyro Cell Intl., Inc. (2008), p. 517

READINGS IN ETHICS:

Article 28, The Parable of the Sadhu, p.96Class Twenty-TwoInvestor Protection and Corporate Governance


Topics: Securities Act of 1933; Securities Exchange Act of 1934; State Securities Law; Corporate Governance; Online Securities Fraud.

Assigned Cases:

SEC v. Texas Gulf Sulphur (1969), p. 781

Stoneridge Investment Partner, LLC v. Scientific-Atlanta, Inc. (2008),

p. 783

United States v. Berger (2007), p. 787Readings in Ethics:

INSERTArticle 27, SEC Rule Will let Whistle-Blowers Bypass Internal Programs, p 94Class Twenty-ThreeTBAClass Twenty-Four Protecting the Environment


Topics: Common Law Action; Federal, State, and Local Regulation; Air Pollution; Water Pollution; Toxic Chemicals; Hazardous Waste Disposal.

Assigned Cases:

State of New Jersey v. The Environmental Protection Agency (2008),

p. 695

Bates v. Dow Agrosciences, LLC (2005), p. 701

Class Twenty-FiveTBAClass Twenty-SixSemester Wrap-UpFinal ExamSee Syllabus Highlights document

gb 110 - the legal and ethical environment of business.doc

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