Faculty
Professor John T. Broderick Jr
Objectives
NOTICE: All students must come to the first class, March 25, having fully prepared the reading and assignment due. Pay particular attention to the written memorandum due for the first Case Problem assigned.
OBJECTIVES
The objective of this course is to provide you with practical knowledge of legal issues and principles that often arise in the business environment in an effort to help you become more informed, sensitive and effective business leaders. Managers are too often ill-equipped to identify legal difficulties before they arise and to strategize effectively in order to avoid problems from occurring or at least, spiraling out of control. Any business may be subject to legal concerns of all sorts ranging from employment law issues, contract disputes, regulatory compliance, environmental investigations, negligence claims, purported violations of fiduciary duties and securities fraud, to name a few. Litigation is an inevitable cost of doing business, although it is controllable. Acquiring hands-on legal knowledge before you enter the work environment will prove to be invaluable in your role as business managers. Having the ability to spot potential legal problems and minimize their risk to your business will enhance your credibility and increase your effectiveness as managers.
Arming yourself with legal knowledge, however, does not replace good lawyering. Managers who know how to spot legal issues before they become legal problems will be better able to timely seek legal advice and identify and select the best lawyer for their business.
Finally, managers often times fail to appreciate the positive impact the law can have on the risk/reward profile for any given venture and to learn how to use the law as a strategic tool to help their companies achieve core business objectives. Managers who view the law purely as a constraint, or something to comply with, react to, or worse yet, manipulate, will miss opportunities to strategically use the law to increase value. Because all of you will be called upon to create value, marshal resources and manage risk, understanding fundamental legal issues will lighten your burden and enhance your ability to lead and delegate. Your knowledge of the law is a strategic asset which, if timely and properly applied, will provide you and your business with both immediate and long-term benefits and the ability to avoid costly mistakes.
FORMAT
The class time will be segmented as follows:
6:15 pm – 7:30 pm First Session - Guest Lecturer(s) & Q/A period
7:30 pm – 7:40 pm Break
7:40 pm – 9:15 pm Second Session – Study Group presentations, discussion & JTB lecture
First Session
Each class will begin with a lecture and discussion led by a guest speaker. The pool of distinguished speakers will address a range of legal and business topics. You are expected to fully prepare for the guest speakers by reviewing (1) their biography information incorporated within the syllabus, (2) the assigned reading in the text and/or supplemental materials. Active and meaningful participation will contribute to your class participation grade. The subject matter of any visiting lecturer may be included on the final exam.
You would be well-advised to pay careful attention to the advice given and discussion generated by the speakers, not only for purposes of preparing for the final exam in this class, but, more importantly, to prepare yourself to avoid costly mistakes once in the business world. The visiting speakers have attained top positions in their fields and have extensive specialized knowledge and experience from which new managers could surely capitalize. The Q/A period, in particular, is a good opportunity for you to take full advantage of the featured lecturers. This is particularly so with respect to the current and former judges who will be joining us. You will rarely get the chance to have such an exchange.
Second Session
The second half of each class will involve discussion and analysis of various legal, practical and ethical issues that business managers face. We will delve into specific topics through lecture and open class discussion. A Case Problem will be assigned for seven of the nine classes. Most are found at the end of a text chapter. (Note that the assigned case problem numbers refer to the chapter number first, followed by the case problem number organized at the end of that chapter. For example, case problem 3.8 would be found at the end of chapter 3, case problem number 8.) In some instances, as noted in the assignment sheet, the Case Problem is in the supplemental materials packet.
Each week, a written memorandum will be due that succinctly presents your analysis of the existing issue(s) within the assigned Case Problem, as well as your conclusion or recommended course of action. To this end, you may only rely upon your personal experience, discussion in class, and the assigned course materials. You should pay particular attention to the cases summarized within the text chapters, as well as the cases assigned in the supplemental materials. You may not consult your colleagues or the actual court case cited in the text of some of the Case Problems.
Your written memorandum will be evaluated based upon whether you have: (1) identified the pivotal practical, legal, and/or ethical issues; (2) analyzed the issue(s) in a succinct and cogent manner; and (3) provided the most appropriate course of action or conclusion. The memorandum must be no more than 2 pages in length, must be in Times Roman 12 point font, and must be double spaced with one-inch margins. Because of the brevity of the memorandum, do not try to restate all the facts; be succinct in identifying the salient issue(s), as well as in providing your analysis and conclusion. Each week, you are responsible for placing your memorandum in the large, marked envelope on the podium at the beginning of each class. The memorandum must have a grading sheet stapled to the front (copy provided in the syllabus), with your name printed and hand-signed with the date, on each page.
After you have turned in the weekly Case Problem memorandum, copies of a Model Answer will be placed at the reference desk at the Feldberg Library every Thursday morning by 9:00 a.m., and remain there for approximately one week. You may sign it out and remain in the library to review it, and then return it to the reference desk. You cannot create or retain a copy of the Model Answer in any form. Your Case Problem Answer will be graded and returned to you in your mailbox the week following their due date.
On the evening that a particular Case Problem is due, discussion on it be opened to the entire class. I am free to call upon any student to give an opinion about the case problem. During this discussion time, students are welcome to challenge the analysis presented by their colleague in order to probe further into the issues.
Finally, the last portion of the second session will include some lecture time in order to review other key topics of the week. Although we may actively address only some isolated topics in the assigned chapter(s) of the week, you are responsible for all areas covered by the assigned reading for the final exam.
Requirements
ATTENDANCE AND CLASS PARTICIPATION
You are expected to arrive on time and sign-in for each class. (A sign-in sheet will be provided each week). Your attendance at class signals that you are prepared to fully participate. I understand that many students opt to use lap top computers during class. I fully expect that you will not be using your lap top to surf the internet or engage in any other distracting activities during class time.
Attendance is required. See MBA Student Handbook Section III for a full statement of school policy. The Student Affairs Office, or your professor, must be notified in advance if you are unable to attend class due to illness or family emergency. Unexplained lack of attendance or an inadequate basis for an absence, will result in a ZERO (0) for that class with respect to both your class participation grade during first and second sessions and your Case Problem grade.
It is your responsibility to make all reasonable efforts to avoid conflicts when scheduling any job interviews, especially given the fact that this class only meets 9 times. However, I recognize the importance of your job search and understand that in some cases conflicts are impossible to prevent. It is your responsibility to work with recruiters and career services to minimize these kinds of disruptions. If you must miss a class session for an interview, you must notify Rick Rielly or myself in advance in order to have an excused absence.
In the event you must miss a class during the term, it is your responsibility to find out from your colleagues what topics were discussed, what additional assignments may have been made, and what materials may have been distributed in class. If an occasion arises in which you attend class but do not feel adequately prepared, please give me a brief written note with an explanation to that effect before class begins (place it on the podium). Each student is allowed one such note before your grade will be affected.
READINGS AND ASSIGNMENTS
The bulk of the readings will be from the course text, Managers and the Legal Environment: Strategies for the 21st Century, by Constance Bagley. You also will have some supplemental, loose-leaf materials. The reading material is designed to provide you with sufficient background and foundational principles to adequately prepare you to analyze the case problems and participate in class discussion. There are cases and articles provided within the text of each chapter that likely will prove helpful in your preparation for the case answers.
* Skim read – some assigned text chapters and supplemental materials are marked with an
*asterisk* to indicate that you may skim read them in preparation for the class. This does not obviate your responsibility to fully digest and understand the information for final exam purposes. I am free to use any and all assigned materials as a basis for the final exam questions.
FINAL EXAMINATION
There will be a take-home, problem-solving essay exam distributed at the close of the last class on May 20. You will be required to return the completed exam to Rick Rielly no later than Tuesday, May 26 at 3:00 p.m. If this schedule presents a problem for any student as the time approaches you should see me.
The final exam will test your ability to identify, discuss and resolve numerous business, legal and ethical issues that arise in the context of one or various fact patterns. Sources for your exam answers are confined to the text and the supplemental materials, including the case problem answers. I can assure you that your notes, or any other material, will be a poor substitute for a real understanding and will be of little assistance if you have not truly grasped the course materials. Further details about your approach to the exam will be provided at the time it is distributed.
I emphasize that you are responsible for all areas covered by the assigned reading, regardless of whether we actively addressed a particular topic during class time. The final exam may draw upon any and all areas covered by the guest lecturers, in-class discussion, assigned readings, and supplemental materials.
You are not allowed to copy or retain your exam in any form. Please submit TWO copies of your exam to Rick Rielly. He will keep one copy in the event that the exams are lost in transit to Professor Broderick by UPS.
Materials
THE HONOR PRINCIPLE
The Tuck Honor Principle applies to every aspect of this course. You should recognize that the principle ingredient in the successful operation of the Tuck Honor Principle is good faith among all parties. From time to time, situations are bound to arise in which the application of the Honor Principle is unclear. In such cases, it is important to contact the professors for clarification.
OFFICE HOURS BY APPOINTMENT
I am happy to meet and discuss any concerns you may have or issues that may arise regarding the subject matter of the course. Please e-mail me or my assistant Rick Rielly, and we will work out a scheduled time. Due to constraints on the time I can be in Hanover, it is likely that we may converse via e-mail or over the phone.
Any discussions we may have outside of class, though expected to be enjoyable, will not count toward your grade.
Grading
GRADING
Class Participation 15%
Case Problem Memoranda Assignments 25%
Final Exam 60%
The purpose of grading in my course is twofold. One is to evaluate your performance for purposes of the academic system, measuring your success at learning the subject matter as communicated in class, in your written Case Problem memoranda, and on the final exam. The second is to provide feedback on your ability to develop, utilize and communicate ideas and conclusions concerning the topics and situations covered during the course. Your aim should not be limited to acquiring information about the various legal topics covered; you should strive to develop independent thought and critical analysis.
Schedule
WEEK 1 - March 25, 2009
The American Legal System & Business Ethics
INTRODUCTION
FIRST SESSION
Guest Lecturer Hon. Steven J. McAuliffe
Topic: "The Playing Field: The State and Federal Court Systems."
SECOND SESSION
Key Topics: Origins of Our Law; Sources of Law; Ethics; Subject Matter and Personal Jurisdiction; Jurisdiction in Cyberspace; Forum Selection Clauses; Legal Fees; Choice of Law; Statute of Limitations
ASSIGNMENT:
Reading: Chapter 1 : "Ethics, Value Creation, & Risk Management"
Chapter 3: "Courts, Sources of Law, and Litigation"
REVIEW map of Judicial Districts and Circuits (p. 97)
REVIEW structure of the United States court system (p. 95)
Supplemental Materials: Vt Wholesale v. JW Jones Lumber (NH 2006) (stream of commerce)
PREPARE Memorandum, Case Problem 3.6 (stream of commerce jurisdiction)
WEEK 2 – April 1, 2009
Employment Law & ADR
FIRST SESSION
Guest Lecturer Edward E. Shumaker, III, Esq.
Topic: "Alternative Dispute Resolution - Solving Problems Out of Court For Less Money and Greater Value."
Guest Lecturer Andrea K. Johnstone, Esq.
Topic: "Title VII Sexual Harassment, Workplace Discrimination,
Workplace Privacy & the FMLA."
SECOND SESSION
Key Topics: Employment At Will versus for a Definite Term; Wrongful Discharge; Noncompete Agreements; Nondisclosure Agreements; Trade Secrets
ASSIGNMENT: (* means to skim read)
Reading: *Chapter 4: "Alternative Dispute Resolution"
Chapter 11 (pp. 394-401 on Trade Secrets)
Chapter 12: "The Employment Agreement"
*Chapter 13: "Civil Rights and Employment Discrimination"
Supplemental Materials: ACAS Acquisitions v. Hobert (N.H. 2007) (noncompete agreement)
PREPARE Memorandum, Case Problem 12.4 (noncompete agreement)
WEEK 3 - April 8, 2009
Litigation, Settlement & Contracts (part 1)
FIRST SESSION
Guest Lecturer Michael R. Callahan, Esq.
Topic: "Litigation: What It Looks Like."
SECOND SESSION
JTB Topics: Contract Formation; Meeting of the Minds; Consideration; Capacity & Consent; Legality; Promissory Estoppel; Unconscionability; Unilateral & Mutual Mistake; Contract Interpretation; Merger/Integration Clauses; Statute of Frauds; Parol Evidence
ASSIGNMENT:
Reading: Chapter 3 (revisit pp. 110-27)
Chapter 7 (pp. 212-229): "Contracts"
Supplemental Materials: Stamford Wrecking v. United Stone (Conn. App. 2007) (parol evidence)
PREPARE Memorandum, *Case Problem Alstom Power (parol evidence)
(*supplemental materials)
WEEK 4 – April 15, 2009
Corporate Criminal Law & Contracts (part 2)
FIRST SESSION
Guest Lecturer William J. Murphy, Esq.
Topic: "Criminal Law and the Corporation."
SECOND SESSION
Key Topics: Contract Defenses; Contract Modification; Performance and Discharge; Contract Breach; Duty of Good Faith & Fair Dealing; Third-party Beneficiaries; Contract Damages; Quantum Meruit; Liquidated Damages; Mitigation Obligations; Specific Performance; UCC Sales & E Commerce; Disclaimer/Exculpatory Clauses; Indemnity Agreements
ASSIGNMENT: (* means to skim read)
Reading: Chapter 7 (pp. 229-252): "Contracts"
*Chapter 8: "Sales and E-Commerce"
Chapter 14: "Criminal Law"
Supplemental Materials: Memo to Prosecutors: Time to Back Off (Hansen, 2008 article)
*U.S. v. Stein, 541 F.3d 130 (2d Cir. 2008) (corporate legal counsel)
Orr v. Goodwin (NH 2008) (liquidated damages clause)
PREPARE Memorandum Case Problem 7.2 (limitation of liability clause)
WEEK 5 – April 22, 2009
Business Torts & Punitive Damages
FIRST SESSION
Guest Lecturer Robert B. Fiske, Jr., Esq.
Topic: "Between a Rock and a Hard Place: Legal Counsel for Corporate Criminal Investigations."
Guest Lecturer Thomas Galligan, Jr., Esq.
Topic: "Tort Liability in the Business World"
SECOND SESSION
Key Topics: Business Torts; Negligence Principles; Products Liability;
Tort Damages; Punitive Damages
ASSIGNMENT: (* means to skim read)
Reading: Chapter 9: "Torts"
Chapter 10: "Product Liability"
Supplemental Materials: McNair v. Lend Lease Trucks, 95 F.3d 325 (4th cir. 1996) (respondeat superior)
*William v. Philip Morris, 127 S.Ct. 1057 (U.S. Sup. Ct. 2007) (punitive damages)
PREPARE Memorandum, Case Problem 9.8 (respondeat superior)
WEEK 6 – April 29, 2009
Duties of Officers & Directors, Securities Fraud & Agency Law
FIRST SESSION
Guest Lecturer Thomas J. Dougherty, Esq.
Topic: "Speaking to the Street: Duties of Officers and Directors."
Guest Lecturer John F. "Sandy" Smith, Esq., MBA
Topic: "Securities Fraud and Rule 10b-5"
SECOND SESSION
Key Topics: Agency Formation; Agency Authority; Fiduciary Relationship;
Liability of Principal and Agent; Vicarious Liability
ASSIGNMENT: (* means to skim read)
Reading: *Chapter 5: "Agency"
Chapter 20: "Directors, Officers, and Controlling Shareholders"
Chapter 23: "Securities Fraud and Insider Trading"
Supplemental Materials: Corporate Disclosure in Today’s Economy (Dougherty article)
PREPARE Memorandum, Case Problem 5.2 (agency)
WEEK 7 - May 6, 2009
Intellectual Property & Business Forms
FIRST SESSION
Guest Lecturer Thomas F. Smegal, Jr., Esq.
Topic: "Intellectual Property in the 21st Century: the Supreme Court's Renewed Interest."
SECOND SESSION
JTB Topics: Sole Proprietorships; General and Limited Partnerships; Joint Ventures Corporations; Piercing the Corporate Veil
ASSIGNMENT:
Reading: Chapter 11: "Intellectual Property"
Chapter 19: "Forms of Business Organizations"
NO SUPPLEMENTAL MATERIALS
PREPARE Memorandum, Case Problem 19.2 (piercing the corporate veil)
WEEK 8 – May 13, 2009
Delaware Corporate Law & the Business Judgment Rule
Guest Lecturers Hon. Donald E. Parsons; Hon. E. Norman Veasey
Topic: "Overview of the Delaware Court of Chancery, the Development of
Corporate Law in Delaware, & the Business Judgment Rule."
ASSIGNMENT:
Supplemental Materials: Battle-Tested Delaware (Davidoff, 2008 article)
Change Comes to Chancery (Marcus, 2008 article)
Intellectual Property Litigation (Reese & Rostocki, 2008 article)
NO JTB lecture time (unless catch-up time is necessary)
NO CASE PROBLEM Memorandum ASSIGNED
WEEK 9 - May 20, 2009
International Comparative Law & ADR Abroad
FIRST SESSION
Guest Lecturer: Paul B. Klaas, Esq.
Topic: "International Comparative Law, Alternative Dispute Resolution Abroad,
and Pitfalls for American Business Managers to Avoid when Dealing with Businesses Abroad."
SECOND SESSION
Key Topics: Review/Discussion of Final Examination/Closing Remarks
ASSIGNMENT: (* means to skim read)
Reading: *Chapter 25: "International Law and Transactions"
Supplemental Materials: *A Primer on the Civil Law System (Apple & Deyling article)
*Lear v. Lear Snacks, Inc. (Internat’l Centre for Dispute Resolution)
NO CASE PROBLEM Memorandum ASSIGNED
