The following readings are required. Most readings are provided in the course-reader purchased by students in the beginning of the semester, or are in the required textbook (The Entrepreneur's Guide to Business Law by Constance E. Bagley and Craig E. Dauchy, 2003).
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CLASS # |
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TOPICS / READINGS |
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1 |
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Introduction
Tort Law in a peanut (PDF)
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2 |
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Basics: Legal Duties
Wickline v. State (early case on liability of an HMO for poor medical care)
Kozup v. Georgetown University (liability of hospital for HIV-tainted blood infusion)
Articles on Firestone tires
In re Union Carbide (early procedural maneuvering in litigation on Bhopal disaster)
Articles on Board of Director conflicts-of-interest
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3 |
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Basics: The Hard Edge of Regulation
Akula. "Business crime: What to do when the law pursues you."
In the matter of John Guttfreund (SEC release on action against Solomon executives)
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4 |
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Basics: Contracts I
Bagley, Constance E., and Craig E. Dauchy. "Contracts and Leases." Chap. 8 in Entrepreneur's Guide to Business Law. 2003, pp. 176-191 (THEN SKIP "Electronic Contracts"); 193- 213 (BUT SKIP "Effects of Bankruptcy" at p.205 and THEN SKIP "Leases" at p. 213 and all following material)
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5 |
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Basics: Contracts II
Tarbert Trading v. Cometals (public policy)
Filanto v. Chilwich (dispute over inclusion of term)
Transatlantic Financing Corp. v. U.S. (allocating risk)
Delchi Carrier v. Rotorex (damages)
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6 |
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Leaving a Company I
Introduction/Class Outline
Scenario
Jet Spray Cooler v. Gifford K. Crampton
Chomerics, Inc. v. John Ehrreich
Duane Jones Co. v. Frank G. Burke, Jr.
Ability Search, Inc. v. Lawson, et. al.
Articles on Lopez/GM dispute
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7 |
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Leaving a Company II
Introduction/Class Outline
Scenario
Whitmeyer Bros., Inc. v. Doyle, et. al.
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8 |
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Forms of Doing Business
Hadzima. "Legal Forms of Doing Business and Introduction to the Law of the Corporation."
Bagley, Constance E., and Craig E. Dauchy. "Deciding Whether to Incorporate." Chap. 4 in Entrepreneur's Guide to Business Law. 2003.
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9 |
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Setting up a New Company
Hadzima. "Setting up the New Company."
Bagley, Constance E., and Craig E. Dauchy. "Structuring the Ownership." Chap. 5 in Entrepreneur's Guide to Business Law. 2003.
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10 |
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Introduction to U.S. Patent Law
U.S. Constitution, art. 1, Sec 8
35 U.S.C. 100-103, 112, 154(a) (1, 2), 271
State Street Bank v. Signature Financial
Bagley, Constance E., and Craig E. Dauchy. "Prior to Final." Chap. 14 in Entrepreneur's Guide to Business Law. 2003.
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11 |
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Employment I
Bagley, Constance E., and Craig E. Dauchy. "Marshalling Human Resources." Chap. 10 in Entrepreneur's Guide to Business Law. 2003.
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12 |
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Employment II |
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13 |
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Venture Capital I
Bagley, Constance E., and Craig E. Dauchy. "Venture Capital." Chap. 13 in Entrepreneur's Guide to Business Law. 2003.
Sample venture capital term sheet
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14 |
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Venture Capital II
Bagley, Constance E., and Craig E. Dauchy. "Raising Money and Securities Regulation." Chap. 7 in Entrepreneur's Guide to Business Law. 2003.
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15 |
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Going Public
Hadzima Reading Packet. "Going Public."
Before the Final: Bagley, Constance E., and Craig E. Dauchy. "Going Public." Chap. 17 in Entrepreneur's Guide to Business Law. 2003.
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16 |
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Running a Public Company
Hadzima Reading Packet. "Operating as a Public Company." Note: You do not need to read Section IV, the Memorandum.
Optional: Memorandum. "Now that You're a Public Company."
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17 |
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Current Issues in Corporate Governance
"Powers Report." Selected Sections
Articles on the Sarbanes-Oxley act (Both readings are in the coursepack)
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18 |
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Going International I: Letters of Credit
Folsom, excerpt from International Business Transactions
Courtlaulds North America v. North Carolina National Bank
Banco di Roma v. Fidelity Union Trust Co.
Instituto Nacional de Commercialization Agricola v. Continental Illinois National Bank
Sztejn v. J. Henry Schroder Banking Corp.
American Bell International v. Islamic Republic of Iran
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19 |
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Going International II: Protecting IP
Lotus Development v. Borland International
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20 |
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Business Disputes
No Readings. You are not responsible for the Business Disputes lecture on the final exercise.
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21 |
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Bankruptcy and Reorganization I
Scenario
Bagley, Constance E., and Craig E. Dauchy. "Creditors' Rights and Bankruptcy." Chap. 12 in Entrepreneur's Guide to Business Law. 2003.
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22 |
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Bankruptcy and Reorganization II
No Additional Reading
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23 |
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The Law of e-business |
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24 |
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Antitrust
Akula. "Antitrust Law in a Peanut."
Articles on Airlines suit
Case No. IV/MO12 Varta Bosch, Commission of the European Communities
Selected Sections of the Microsoft Opinion
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25 |
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Mergers and Acquisitions
Sample documents relating to "Material Adverse Change" dispute
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26 |
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Selling a Company; Hiring a Lawyer
Checklist on buying a company
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