Course Description. Required Textbooks

Transcription

1 University of Wisconsin Oshkosh College of Business Administration BUS Business Environments: Law, Regulation and Ethics Course Outline, Fall Semester 2011, Second 7-week Term Instructor: Kelly J. Schwab Classroom: Sage 2221 Office Number: (920) Time: 6:00 9:10PM, Wednesdays Home Number: (920) Office Hours: Before or after class as long as there are questions. Other times are also available by appointment. Course Description This course involves a study of public laws, government regulations and the influence of ethics on business. A course objective is to prepare students to be able to recognize problem areas and engage in legal and ethical analysis to manage risk. The course generally examines business ethics and social responsibility, dispute resolution, duties and liabilities of managers and their organizations to their stakeholders, administrative law, securities regulation, antitrust law, employment and diversity regulation, environmental regulation, product liability, consumer protection, and the regulation of international trade. Required Textbooks Business Environments: Law, Regulation and Ethics, Mann/ Roberts, et. al. South- Western College Publishing Company [ISBN ]. All of the cases in the course are essential material. GRADING SYSTEM Relative Weights Tentative Grading Scale Research Paper 70 points A % C 73-77% Examination 120 points AB 88-92% F 0-72% Communication 110 points B 83-87% MAXIMUM 300 points BC 78-82% Final Grade Determination: The final grade are determined by making an array of the students total points in numerical order and then arbitrarily dividing the students into groups for assigning common grades.

2 Description of Grading Ingredients Research Paper 1. Each student must submit a research paper dealing with the application of ethics and law. 2. The paper must be 10 to 15 pages in length, 12 pitch type, line spacing 1.5 to 2.0, margins of 1 to 1.25 inch, and be printed on only one side of each page. 3. The paper is due at or before the beginning of class on. 4. Late Paper Policy: Ten points are deducted for each day that the paper is late. 5. Plagiarism Policy: If a student commits plagiarism, the student will be subject to all of the university s sanctions. Examination 1. There will be one examination consisting of objective questions administered in this course. 2. The exam will test any or all of the applicable material. 3. Make-up Policy: If a student does not take the exam with the class, five points are deducted from the student s total points for the class (except students with a disability supported by documentation). Communication 1. This includes class participation, oral presentations, summaries/briefs, video tape review, extra-credit, attendance, etc (Sum 110 points 2. Each student must make 2 presentations on the cases, which will be assigned individually or jointly. For each presentation, the student(s) must: hand out to the class a summary/brief of his/her presentation, 4-6 pages in length (20 points each) and make an oral presentation (10 points each). For each presentation, as an introduction, the presenter(s) should provide a brief overview of that specific legal area. When presenting the case(s), the student(s) should explain the significant facts, issues, rules of law, arguments of the parties, major precedents, majority opinion, dissenting opinion, etc. A presentation will be evaluated for: organization (4 points), coverage of material (8 points), effectiveness of communication (4 points), and management of time (10 minutes) (4 points). 3. A video tape review is a written analysis of a video tape shown in class. (10 points each). 4. Attendance Policy: When attendance is taken, a student receives, at least, one point if he or she is present. The objective of the course is to provide you, the graduate student, with an understanding of the regulatory environment and its impact on business so that you are better prepared to effectively manage organizations within the legal, political and ethical constraints established by society and enforced by its regulatory agents.

3 Readings and Topics Week 1 Legal Process/Dispute Resolution and Agency Law: Duties of Directors, Officers & Managers Chapters entitled Legal Process, Relationship of Principal and Agent, and Relationship with Third Parties. Week 2 Employment Law: Diversity Regulation Chapter entitled Employment Law. 1. Stat. Mary s Honor Center v. Hicks, 509 U.S. 502, 113 S.Ct. 2742, 125 L.Ed. 2d 407 (1993) (Civil Rights Law: Disparate Treatment, proving discrimination). 2. Watson v. Forth Worth Bank & Trust, 487 U.S. 977, 109 S.Ct. 2777, 101 L.Ed. 2d 827 (1988) (Civil Rights Law: Disparate Impact, using subjective judgment). 3. Meritor Savings Bank, FBS v. Vinson, 477 U.S. 57, 106 S.Ct. 2399, 91 L.Ed. 2d 49 (1986) (EEOC Guidelines: Sexual Harassment). 4. Lechmere, Inc. v. NLRB, 502 U.S. 527, 112 S.Ct. 841, 117 L.Ed.2d79 (1992) (National Labor Relations Act: Unfair labor practices of employer who did not allow employees to distribute union material). 5. United Paperworkers International Union, AFL-CIO v. Misco, Inc., 484 U.S. 29, 108 S.Ct. 364, 98 L.Ed.2d 286 (1987) (Collective Bargaining Agreement: Arbitration clause for handling employee misconduct). 6. Whirlpool Corp. v. Marshall, Secretary of Labor, 445 U.S. 1, 100 S.Ct. 883, 63 L.Ed 2d 154 (1980) (OSHA: Employee reprimanded for refusing to do dangerous work) AND---Brakebush Brothers v. Engel, 563 N.W. 2d 512 (Wis. 1997) (Workers Compensation: Employee had made false representation regarding work-related injury and sought temporary disability benefits). Week 3 Securities Regulation: Investor Protection Chapter entitled Securities Regulation. 1. Ahern et al. v. Gaussoin et al., 611 F.Supp 1465 (D.Or. 1985) (Securities Act of 1933: Definition of Security, Liability of parties to Registration Statement, RICO).

4 2. In re Worlds of Wonder Securities Litigation, 35 F.3d 1407 (9 th Cir. 1994) (Securities Act of 1933, Potentially misleading information, liability, and defenses of parties). 3. Basic, Inc. v. Levinson, 485 U.S. 224, 108 S.Ct. 978, 99 L.Ed. 2d 194 (1988) (Securities and Exchange Act of 1934: materiality of information under Rule 10b-5). 4. Dirks v. SEC., 463 U.S. 646, 103 S. Ct. 3255, 77 L.Ed. 2d 911 (1983) (SEC Rule 10b- 5: Parties who are liable for Insider Trading) ---AND---Carpenter v. United States, 484 U.S. 19, 108 S.Ct. 316, 98 L.Ed. 2d 275 (1987) (SEC Rule 10b-5: Parties who are liable for Insider Trading). 5. Reliance Electric, Co. v. Emerson Electric, Co., 404 U.S. 418, 92 S.Ct. 596, 30 L.Ed. 2d 575 (1972) (Securities Exchange Act of 1934, Section 16 (b): Short-swing profits made by a 10% owner). 6. Blau v. Lehman, 368 U.S. 403, 82 S. Ct. 451, 7 L.Ed. 2d 403 (1962) (Securities Exchange Act of 1934, Section 16 (b): Short-swing profits made by a director). Week 4 Products Liability and Consumer Protection Chapters entitled Products Liability: Warranties and Strict Liability in Tort and Consumer Protection. 1. L.S. Health & Son, Inc. v. AT&T Information Systems, Inc., 9 F.3d 561 (7 th Cir. 1993) (UCC: Express and implied warranties in the sale for computer network)---and--- Philips Petroleum Co. v. Bucyrus-Erie Co., 388 N. W. 2d 584 (Wis. 1986) (UCC: Writtten Contract, express & implied warranties, additional terms). 2. Leon v. Caterpillar Industrial Inc., 69 F.3d 1326 (7 th Cir. 1995) (Wisconsin Law: Principal-Agent relationship, products liability, negligence, dealing with a forklift truck)---and---embs v. Pepsi-Cola Bottling Company, Inc., 528 S.W. 2d 703 (1975) (Landmark Case: Extending strict products liability to bystanders). 3. Byrne v. SCM Corporation, 538 N.E. 2d 796 (Ill. App. 4 Dist. 1989) (Products Liability: Duty to warn, defenses, employee injured due to epoxy paint). 4. Kraft, Inc. v. Federal Trade Commission, 970 F.2d 311 (7 th Cir. 1992) (FTC Rules: Deceptive claims in advertising slices of cheese)---and---state of Wisconsin v. Amoco Oil Company, 97 Wis.2d 226, 293 N.W. 2d 487 (1980) (FTC Rules: Deceptive pricing, meaning of free, deceptive advertising in combination sales). 5. Burney v. Thorn Americas, Inc., 944 F. Supp. 762 (E.D. Wis. 1996) (Federal Truth-in- Lending Act and Wisconsin Consumer Act: Consumer credit Sales, amount financed, rent-to own). 6. American Express Co. v. Koener, 452 U.S. 233, 101 S.Ct. 2281, 68 L.Ed. 2d 803 (1981) (Fair Credit Billing Act: Error in billing statement of company account)--- AND---Stewart v. Credit Bureau, Inc., 734 F.2d 47 (D.C. Cir. 1984) (Fair Credit Reporting Act: Inaccurate credit report resulting in denial of credit.

5 Week 5 Antitrust Law: Regulating Competition Chapter entitled Antitrust. 1. Business Electronics Corp. v. Sharp Electronics Corp., 485 U.S. 717, 108 S. Ct. 1515, 99 L.Ed. 2d 808 (1988) (Sherman Act Sect 1: Vertical price fixing). 2. Lektro-Vend Corp. v. Vendo Co., 660 F.2d 255 (7 th Cir. 1981) (Sherman Act Sect 1: Restraint of Trade, covenant-not-to-compete in sale of business; also Sherman Act Sect 2 and Clayton Act Sect 7). 3. United States v. Von s Grocer Co., 384 U.S. 270, 86 S.Ct. 1478, 16 L.Ed.2d 555 (1966) (Clayton Act Sect 7: Horizontal Merger). 4. Texaco, Inc. v. Hasbrouck, 496 U.S. 543, 110 S.Ct. 2535, 110 L.Ed. 2d 492 (1990) (Clayton Act Sect 2/Robinson-Patman Act: Price discrimination and functional discounts). 5. Landmark Case: IBM, Corp. v. United States, 298 U.S. 131, 56 S.Ct. 701, 80 L.Ed (1936) (Clayton Act Sect 3: Tying Contracts involving punch cards used for computers)---and---datagate, Inc. v. Hewlett-Packard Co., 60 F.3d 1421 (9 th Cir. 1995) (Clayton Act Sect. 3: Tying Contracts dealing with service contract to repair computer hardware). 6. Cargill, Inc. v. Monfort of Colorado, Inc., 479 U.S. 104, 107 S.Ct. 484, 93 L.Ed. 2d 427 (1986) (Clayton Act Sect. 16: Private plaintiff s claim and predatory pricing). Week 6 Environmental Regulation and Regulation of International Trade Chapters entitled Environmental Law and International Business Law. 1. Union Electric Co. v. EPA, 427 U.S. 246, 96 S. Ct. 2518, 49 L.Ed. 2d 474 (1975) (Clean Air Act: Technology-forcing). 2. Arkansas v. Oklahoma, 503 U.S. 91, 112 S.Ct. 1046, 117 L.Ed. 2d 239 (1992) (Clean Water Act: Point source pollution). 3. United States v. Fleet Factors Corp., 901 F.2d 1550 (11 th Cir. 1990) (Super Fund Law: Lender Liability for clean-up costs)---and---amoco Oil Co. v. Borden, Inc., 889 F.2d 664 (5 th Cir. 1989) (Superfund Law: Purchaser suing land seller for clean-up costs). 4. Babbitt v. Sweet Home Chapter of Communities for a Great Oregon, 515 U.S. 687, 115 S.Ct. 2407, 132 L.Ed. 2d 597 (1995) (Endangered Species Act: Critical Habitat, Harm of threatened species and development of private land).

6 5. Carnival Cruise Lines, Inc. v. Shute, 499 U.S. 585, 111 S.Ct. 1522, 113 L.Ed. 2d 622 (1991) (International Law: Choice-of-forum clause in an international service contract). 6. K-Mart, Corp v. Cartier, Inc., 486 U.S. 281, 108 S. Ct. 1811, 100 L.Ed. 2d 313 (1988) (International Law: Gray market goods). Week 7 Paper is Due and Exam is Given

7 Other Suggested Cases Employment Law 1. Landmark case: McDonnell Douglas Corp. v. Green, 411 U.S. 792, 93 S.Ct. 1817, 36 L.Ed. 2d 668 (1973) (Civil Rights Act: Disparate treatment). 2. Landmark case: Griggs v. Duke Power Co., 401 U.S. 424, 91 S.Ct. 849, 28 L.Ed. 2d 158 (1971) (Civil Rights Act: Disparate Impact). 3. Price Waterhouse v. Hopkins, 490 U.S. 228, 109 S.Ct 1775, 104 L.Ed. 2d 268 (1989) (Civil Rights Law: Disparate treatment) (68). Securities Regulations 1. Securities & Exchange Commission v. W.J. Howey Co., 328 U.S. 293, 66 S.Ct. 1100, 90 L.ed (1946) (Securities Act of 1933: Definition of a Security). 2. Reves v. Ernst & Young, 494 U.S. 56, 110 S.Ct. 945, 108 L.Ed.2d 47 (1990) (Securities Act of 1933: Definition of a Security) (27). 3. Escott v. Barchris Construction corp., 283 F.Supp 643 (S.Dist.N.Y. 1968) (Securities Act of 1933: Liability for False Registration Statement, materiality, parties and defenses) (56). Products Liability and Consumer Protection 1. Landmark Case: Greenman v. Yuba Power Products, Inc., 59 Cal.2d 57, 377 P.2d 897, 27 Cal. Rptr. 697 (1962) (Strict Liability: Imposed strict liability on manufacturers) (5). 2. Dippel v. Sciano, 115 N.W. 2d 55 (Wis.1967) (Products Liability: Strict liability due to injury from pool table collapse). 3. Carlin v. Upjohn Company, 13 Cal. 4 th 1104, 920 P.2d 1347, 56 Cal. Rptr. 2d 162 (1996) (Products Liability: Failure to warn). 4. Roth v. Ray-Stel s Hair Stylists, 18 Mass. App. Ct. 975, 470 N.E. 2d 137 (1984) (Products Liability: Negligence, express and implied warranties involving hair bleach.) 5. Federal Trade Commission v. Patriot Alcohol Testers, Inc., 798 F. Supp. 851 (D. Mass. 1992) (FTC Rules: Deceptive, Material representation concerning breath test for alcohol). 6. Anderson Bros. Ford v. Valencia, 452 U.S. 205, 101 S.Ct. 2266, 68 L.Ed.2d 783 (1981) (Truth-in-Lending Act: Security interest). 7. Mirabal v. General Motors Acceptance Corp., 537 F.2d 871 (7 th Cir. 1976) (Truth-in- Lending Act: Liability for disclosure, errors in calculating APR.) 8. Elsner v. Albrecht, 185 Mich. App. 72, 460 N.W. 2d. 232 (1990) (Truth-in-Lending Act: Rescission after mortgage note transferred to HDC). 9. Barbosa v. Target Mortgage, Corp., 968 F.Supp (S.D. Fla. 1997) (Real Estate Settlement Procedures Act (RESPA): Stnading, referral fees and fee splitting) (13)--- AND---Campbell v. Machias Savings Bank, 865 F. Supp. 26 (D. Me. 1994) (RESPA:

8 Overcharges, insurance, escrow, good faith estimate and tort claims) (9). Antitrust Law 1. Arizona v. Maricopa County Medical Society, 457 U.S. 332, 102 S.Ct. 2466, 73 L.Ed. 2d 48 (1982) (Sherman Act Sect. 1: Price Fixing). 2. United States v. E.I. Du Pont De Nemours & Co., 351 U.S. 377, 76 S.Ct. 994, 100 L.Ed (1956) (Sherman Act Sect. 2: Monopolization). 3. Eastman Kodak Co. v. Image Technical Services, Inc., 504 U.S. 451, 112 S.Ct. 2072, 119 L.Ed.2d 265 (1992) (Clayton Act Sect. 3: Tying Arrangements/Monopoly) (54). Environmental Regulation and International Law 1. Nedlloyd Lines B.V. v. Seawinds Limited, 3 Cal. 4 th 459, 834 P.2d 1148, 11 Cal.Rptr.2d 330 (1992) (International Law: Choice-of-law clause in an international sales contract) (48). 2. Mitsubishi Motor Corporation v. Soler Chrysler-Plymouth, Inc., 473 U.S. 614, 105 S.Ct. 3346, 87 L.Ed. 2d 444 (1985) (International Law: Arbitration clause in a sales contract) (53).