Readings

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, 2007).

 

LEC # Topics
1

Introduction

Tort Law in a peanut (PDF)

2

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

3

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)

4

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)

5

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)

6

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

7

Leaving a Company II

Introduction/Class Outline

Scenario

Whitmeyer Bros., Inc. v. Doyle, et. al.

8

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.

9

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.

10

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.

11

Employment I

Bagley, Constance E., and Craig E. Dauchy. "Marshalling Human Resources." Chap. 10 in Entrepreneur's Guide to Business Law. 2003.

12

Employment II

13

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

14

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.

15

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.

16

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."

17

Current Issues in Corporate Governance

"Powers Report." Selected Sections

Articles on the Sarbanes-Oxley act (Both readings are in the coursepack)

18

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

19

Going International II: Protecting IP

Lotus Development v. Borland International

20

Business Disputes

No Readings. You are not responsible for the Business Disputes lecture on the final exercise.

21

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.

22

Bankruptcy and Reorganization II

No Additional Reading

23

The Law of e-business

24

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

25

Mergers and Acquisitions

Sample documents relating to "Material Adverse Change" dispute

26

Selling a Company; Hiring a Lawyer

Checklist on buying a company