Summer 2009

SYLLABUS

The purpose of this course is to introduce students to the legal system and to the role of law in our system of business and commerce. Toward that end, we will examine the ways in which the law (1) attempts to facilitate commerce by assuring investors, sellers, buyers, employees, and others that their reasonable commercial expectations will be realized, and (2) simultaneously acts as a constraint on business decision making and a reflection of community norms and social values. Along the way, we will analyze the operation of courts and other legal institutions, the fundamentals of legal reasoning, and some of the substantive areas of the law that bear most directly on business.

This course is not intended to teach students how to be lawyers, nor will it be taught that way. However, it is important for non-lawyers in business to have a basic understanding of how the law works: i.e., to be able to identify legal issues when they arise; to avoid potential problems; to know when to consult a lawyer (and when not to); to understand the language, practices, and methods of legal reasoning and problem solving; and to be able to evaluate the advice of an expert knowledgeably so that that advice can be incorporated into the firm's decision making processes.

After introducing students to the mechanics of the legal system, we will briefly survey a variety of substantive topics, including the law of contracts, torts and criminal law, government regulation of business, agency and employment law, intellectual property law, and dispute resolution. Our focus will be on the American legal system, but we will also address the rules of international trade and the role of international treaties in the American legal system.

Text: The text for this course will be Roszkowski, Business Law: Principles, Cases and Policy (6^th Ed.). All reading assignments refer to this book unless otherwise indicated. I urge you to complete all of your first week’s readings before coming to Scotland, and to keep up with the readings throughout the course. Some of the reading assignments for this class are long. I strongly encourage you read as much material as you can (and in any case, all of the first week's readings) before arriving in Scotland, so that you can review the material (rather than read it for the first time) before each class.

Grading: Your course grade will be based upon class participation (30%), and your performance on two in-class exams (35% each). As you know, we have instituted a “professionalism policy” for students which is designed to provide students with a strong incentive to attend class, be engaged in the class discussion, and to be good representatives of UT while in Scotland. You can all earn an “A” for the participation component of this class by attending all 10 class meetings, being on time for class, being prepared for and engaged in class discussions, participating in discussions of the readings and in-class exercises, and behaving professionally during all official program-related activities. Because we have a small class and long class sessions, your active participation in (and preparation for) class will make the class more enjoyable for you and for the professor. You should always feel free to speak up during class discussions. However, to ensure that all students have a full opportunity to participate, I may call on students. Also, if you would like to lead the discussion of one or more cases by prior arrangement, please let me know. For more on class participation grading, click here.

The two exams will comprise the remaining 70% of your grade. The first exam will cover the first half of the course; the second exam will cover the second half of the course. You may bring into the exams one page of notes – a “cheat sheet” -- prepared by you.[1]

SCHEDULE

DATE

TOPIC

READINGS/ASSIGNMENTS

6/29

Introduction to course and sources of law

[Note: You should read this first assignment (including the “Legislation Exercise” link) before coming to Scotland. It is long and includes some background material we won’t discuss in class, but which you will find helpful to know.]

Chps. 1, 2 and 4.

Legislation Exercise – link TBA

7/1

Criminal Law and Torts

Chps. 3 and 5, and U.S. v. Dotterweich

DEBATE QUESTION: Is the "responsible corporate officer" doctrine a good idea?

7/6

Contracts: Contract Formation

[NOTE: This is a long reading assignment.]

Chps. 7-10, pp. 118-122

7/8

Contracts: Performance/Breach and UCC Warranties

Chps. 11, 14, and pp. 359-68

Contracts Exercise (materials distributed in class)

7/13

MIDTERM EXAM

7/15

Corporate Social Responsibility & Ethics

Handouts: Small group problems

7/20

International Law, Property/IP

Chp. 58, pp. 115-18, and Chp. 59

7/22

Antitrust Law and Environmental Law

Antitrust: Chps. 50-52 (in Chp. 52, read only pp. 941-45)

Environment: Chp. 55 (read all except the material on pp. 1001-03).

Superfund Exercise (in-class; no pre-reads)

7/27

Employment Law

pp. 725-30 and Chps. 53, 54

Exercise (time permitting)

7/29

Final Exam

[1] For each exam you be allowed to bring one 8 1/2” x 11” piece of paper with anything you wish written on it (both front and back side) in only your own handwriting. Your full name must be written on one side of the sheet in letters at least this big. The sheet shall be turned in with the exam. The exams will only test your application of material covered during the period immediately preceding that exam. For example, the 2^nd Exam will only test you on material we discussed after the 1^st exam and before the 2^nd Exam.