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 HIGHLIGHTS
Instructor:

Jonathan J. Darrow, jonathan.darrow@post.harvard.edu

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
questions:

Roseann Cotoni, Administrative Assistant (Law, Tax & Financial Planning Department)
Morison 133, (781) 891-3198

Required 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:

Test 1 (all tests/exams are closed book)

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]
Final Exam (Comprehensive Final Exam)
Written Assignment(s) / Presentation(s) (individual)
Written Assignment(s) / Presentation(s) (team)
Class participation (27 classes = 3.7% per class, + bonus for perfect attendance), includes supplemental lecture(s)!!

15%
15%
20%
15%
10%
25%

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.

1
2
3

DATE
READ CHAPTER
3 Sep 2013 [Ch 0] Course Introduction: Syllabus
5 Sep 2013 Ch 1 Business & Its Legal Environment
10 Sep 2013 Ch 2 Ethics

READ CASE(S) [SIGN UP]

OPTIONAL DEBATE

ADDL READING

Buy Textbooks
Ch 1 Appendix (p23-35)
Blackboard: Raytheon; Whole F.

BUS. ETHICS Arts. 4 & 51

4
5
6
7
8
9
10
11
12
13
14
15
16

12 Sep 2013
17 Sep 2013
19 Sep 2013
24 Sep 2013
26 Sep 2013
1 Oct. 2013
3 Oct 2013
8 Oct 2013
10 Oct 2013
15 Oct 2013
17 Oct 2013
22 Oct 2013
24 Oct 2013
29 Oct 2013

17 31 Oct 2013
18 5 Nov 2013
19 5 Nov 2013
20 7 Nov 2013
21 12 Nov 2013

Ch 3 [Court System and ADR]

Ch 4 [Constitutional Law]
Ch 5 [Torts]
Test 1 (Ch 0,1,2,3,4)
Ch 5 [Torts]
Ch 6 [Criminal Law]
Ch 7 [International Law]
Ch 8 [Intellectual Property]
Ch 8 [Intellectual Property]
MiniBreak: No UG Classes
Ch 9 [Contract Formation]
Ch 10 Contr. Performance & Remedies
Test 2 (Ch 5,6,7,8,9,10)
Ch 12 [Strict Liability]

NCR v. Korala

Ch 14 Business Organizations
Mandatory lecture @ Lindsay Hall
Ch 15 Corporations
Ch 16 Agency
Ch 17 [Employment/Labor Law]

Garden City; O2 Dev.

Heart; Gibbons; Bad Frog

Lott; Palsgraf; Roommate.com

George

BUS. ETHICS Art. 31

BUS. ETHICS Art. 14

Fuji; Carnero; Khulamani

Koke; Menashe; BMG

deadline to submit Test 2 Qs

Urhahn; Lucy; Hamer

Drug Patents

BlackBoard: New Eng. Rock

Inkel; Facto; Hadley; Stainbrook

Buick, Philip Morris; Jumpking

pp371-74; Blackboard: Blue Ship;

BUS. ETHICS Art. 30

Vaccines

BUS. ETHICS Art. 28

BUS. ETHICS Art. 53
BlackBoard: ..Whistleblowers

GMOs

3:30 pm, Koumantzelis Auditorium

Angelo; Aqua; Portnoy
Motorsport; Warner
Tyson Foods

At-will Employment

BUS. ETHICS Arts. 24 & 25

22 14 Nov 2013 Ch 18 Employment Discrimination
23 19 Nov 2013
24 21 Nov 2013
25 26 Nov 2013
28 Nov 2013
26 3 Dec 2013
27 5 Dec 2013
18 Dec 2013

Ch 19 [Administrative Agencies]
Ch 24 [Securities Law & Corp. Law]
Ch 21 [Environmental Law]
Thanksgiving Break: Bentley Closed
Ch 23 [Antitrust Law]
Ch 23 [Antitrust Law]
If you have class at 3:35, Final Exam
(all chapters) is today at 1pm 3pm
19 Dec 2013 If you have class at 5:00, Final Exam
(all chapters) is today at 9AM 11AM

Burlington; Sprint; Mosby

Texas Gulf; Stoneridge, Berger

Blackboard: Ricci v. DeStefano

BUS. ETHICS Arts. 17 & 19
Submit Individual Writing Assign.
BUS. ETHICS Art. 27

Ricci

Deadline to submit final exam Qs

Optional student presentations

Ivy League
War on Drugs

New Jersey; Dow

Health Insurance
Downloading
Outsourcing

GB 110: The Legal and Ethical Environment of Business

Bentley University
Full Syllabus, 2013
Instructor: Jonathan J. Darrow
Telephone: 607-237-1181
Email: jon_darrow@yahoo.com
Office Hours: Tues/Thurs 2:25-3:25
Bentley University
Morison Hall

Roseann Cotoni
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. Darrow

IMPORTANT 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. Makeup 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 INTEGRITY
This 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.cfm
THE 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 23-35
Topics: Primary Sources of Law; Common Law Tradition; and Legal Research Skills.

Class Two

The Court System and Alternative Dispute Resolution

Administrative Agencies
Chapter 3: Pages 73-78; 88-end
Chapter 19: Pages 640-645
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
Chapter 4: Pages 102-131
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. 113
Class Three

Ethics and Professional Responsibility

Chapter 2: Pages 36-60
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 ETHICS

Article 4, Building an Ethical Framework, p.13

Article 51, Creating an Ethical Culture, p.200
Conscious 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.wmv
Class 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 Compact
Creating the Architecture of a Better World
Tuesday October 29, 2013, @ 3:30PM Wilder Pavilion

Class Five

Torts and Cyber Torts

Chapter 5: Pages 132-148
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.109
Class 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. 399
READINGS IN ETHICS:
Article 30, Trust in the Marketplace, p.106
Class Eight

Contract Formation
Chapter 9: Pages 273-293
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 311-331
Topics: 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

Chapter 10: Pages 332-348
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

Chapter 7: Pages 207-232
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
Chapter 16: Pages 533-565
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. 206
Class Fourteen

Mid-semester review

Class Fifteen

Midterm Exam

Class 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

INSERT
INSERT
Class Seventeen

READINGS IN ETHICS:
Learning to Love Whistleblowers (Blackboard)
Article 25, Whistleblowers: Why You Should Heed Their Warnings, p.86
Article 24, Deep Throats Lessons for Whistle-Blowers p. 84
Employment Discrimination
Chapter 18: Pages 604-615
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. 612
Ricci v. DeStefano Excerpt (2009) (Blackboard)
INSERT

READINGS IN ETHICS
Article 17, American Apparel and the Ethics of a Sexually Charged
Workplace, p. 61

Class Eighteen

Employment Discrimination, continued

Chapter 18: Pages 615-637
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.65
Class 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
Chapter 14: Pages 452-488
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-One

Corporations
Chapter 15: Pages 489-532
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.96
Class Twenty-Two

Investor Protection and Corporate Governance

Chapter 24: Pages 769-802

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. 787
INSERT

Readings in Ethics:
Article 27, SEC Rule Will let Whistle-Blowers Bypass Internal Programs, p 94

Class Twenty-Three

TBA

Class Twenty-Four

Protecting the Environment

Chapter 21: Pages 688-710
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-Five

TBA

Class Twenty-Six

Semester Wrap-Up

Final Exam

See Syllabus Highlights document