NYU Stern School of Business

Undergraduate College

C40.0006.006: LAW, BUSINESS & SOCIETY

Spring 2011

Instructor Details

Kowal, Rachel

rkowal@stern.nyu.edu

212-998-0053

T 12:30-2:00pm, TR 12:30-4:00pm

KMC 10-87

 

Aleksandra (Sasha) Zolley

azolley@nyu.edu

W 12:30-1:30pm

KMC 10-87

 

Course Meetings

TR, 11:00am to 12:15pm

Tisch T-UC15


Final Exam:

Schedule exceptions
    Class will not meet on:
    Class will meet on:

 

Social Impact Core Curriculum

In the Social Impact Core Curriculum, NYU Stern undergraduate students: 

 

Course Description

The Law, Business and Society course builds on prior coursework within the Social Impact Core Curriculum by challenging students to think about legal systems and appreciate how they have evolved and continue to evolve in relation to business and society. The interaction between law and business is multi-dimensional involving social, political, ethical and technological considerations. Students will examine how key areas of business law influence the structure of domestic and international business relationships, while honing their analytical, communication, conflict resolution and team problem solving skills. The students will learn how businesses play an active role in shaping the very laws that govern them through lobbying, public relations and the media.

The learning objectives of this course are: 

1) to familiarize students with some of the legal dilemmas that can arise in the course of business practice;

2) to introduce students to how professionals effectively navigate complex problems that lack a clear right answer; and

3) to provide students with the opportunity to articulate and defend courses of action that are coherent with their own values. 

These themes are developed in reference to a series of readings drawn from judicial decisions, statutes, recent news reports, multimedia (videos, podcasts, etc.) and materials specifically drafted for this course by NYU Stern faculty. The course readings are posted on Blackboard, and students are expected to come to class having read the assigned readings for that class session and reflected on their meaning. Class discussion is a critical component of this course. 

Each class session may include a variety of activities, including:  discussion, in-class reading and writing, role-playing, and other participatory exercises.  These activities will be designed and facilitated by the professor to allow students to engage in reflective dialogue with each other. The overarching themes of this dialogue include: the relationship between law, business and society; the foundations of individual rights; and the role each of society’s stakeholders play in infringing or protecting such individual rights.

Written assignments build upon the classroom discussion. Each assignment requires that the students assume a hypothetical role such as a legislative assistant, editorial writer, advocate or judicial clerk and present persuasive arguments justifying a position on a particular issue. In some assignments students will argue opposing positions in order to encourage debate.

 

Course Requirements

1. Individual Legal Assignments

Students will complete three written “assignments,” 5-pages in length (typed in 12-point font and double spaced with 1” margins),which analyze specific issues introduced in the course, synthesize these issues in reference to the cases and the readings, and present reflective arguments about legal issues within the context of business and society. Each of these assignments will be completed individually.

Topics areas for these papers will be:

Assignment #1: Precedent, Authority and the Court System is due on February 10

Assignment #2: Contract Formation and Dispute is due on March 10

Assignment #3: Torts/Product Liability is due on April 12

All students are required to submit their papers using the Assignments tab on Blackboard. Integrated within Blackboard is an online plagiarism prevention and detection software – Turnitin – that enables faculty to compare the content of submitted assignments to data on the Internet, commercial databases, and previous papers submitted to the system. Additional information about expectations regarding academic integrity appears below.

Papers will be graded for both content and quality of writing. The grading breakdown appears below.

2. Group Work Assignment: U.S. Supreme Court Debate

In addition to the Legal Assignments, students will work in groups to debate pending U.S. Supreme Court cases. Students will present their team’s legal position as either appellee or appellant to the class. Students will work together and share the responsibility. Debate preparation will take place throughout the second half of the semester.

Date of Debates: Last 2 days of class.

 

NYU Stern Grading Policies

At NYU Stern we seek to teach challenging courses that allow students to demonstrate differential mastery of the subject matter. Assigning grades that reward excellence and reflect differences in performance is important to ensuring the integrity of our curriculum.  In core courses, our faculty adopted a standard of rigor for teaching where: 

Note that while we use these ranges as a guide, the actual distribution for this course (as well as each individual grade) will depend upon how well each student actually performs in this course.  Please see www.stern.nyu.edu/undergraduate/grading"Teaching and Grading at the NYU Stern Undergraduate College” for more information. 

In line with Grading Guidelines for the NYU Stern Undergraduate College, the process of assigning of grades is intended to be one of unbiased evaluation. This means that students are encouraged to respect the integrity and authority of the professor’s grading system and discouraged from pursuing arbitrary challenges to it.  If a student feels that an inadvertent error has been made in the grading of an individual assignment or in assessing an overall course grade, a request to have that grade re-evaluated may be submitted. Students should submit such requests in writing to the professor within 7 days of receiving the grade, including a brief written statement of why he or she believes that an error in grading has been made. 

 

Course Grades and Evaluation Criteria

Grade Breakdown

Class Discussion

20%

3 Written Legal Assignments

60% (20% each)

US Supreme Court Debate

20%

Class Discussion Evaluation Criteria

Grade

Criteria

4

To achieve a 4 in class participation, the student must consistently provide support for their statements, whether it is case law, assigned readings, or other bases. Unsubstantiated opinions are discouraged. A student receiving a 4 comes to class prepared; contributes readily to the conversation but does not dominate it; makes thoughtful contributions based on the assigned readings that advance the conversation; shows interest in and respect for others’ views and participates actively in all class activities.

3

To achieve a 3 in class participation, the student must be prepared to participate at any moment. Even if the student fails to identify the specific source for the argument, he or she can still advance the discussion at any time. A student receiving a 3 comes to class prepared; makes thoughtful comments when called upon based on the readings or other support; contributes occasionally without prompting; shows interest in and respect for others’ views and participates actively in class activities.

2

A student receiving a 2 comes to class prepared, but does not voluntarily contribute to discussions and gives only minimal answers when called upon. Such student shows interest in the discussion, listening attentively and taking notes.

1

A student that fails to satisfy the requirements outlined above will receive a 1 in class participation. The most likely way to receive a 1 is failing to be prepared, frequent class absences (unless excused by professor), and unwillingness to participate when called upon.

 

Writing Evaluation Criteria for Legal Assignments

Your Teaching Assistant (TA), who is a student at NYU Law School, will provide students with feedback to improve their legal writing skills. Prior to each paper deadline, students will have the option to present a draft to their TA for guidance.

Once the papers are submitted via Blackboard, the TA will read and evaluate them in terms of the following criteria:

The TA will forward their written comments directly to the professor, who will take them into consideration when evaluating the paper. The professor will evaluate whether the paper demonstrates evidence that the student has:

The professor will make additional comments on the paper’s content, assign a grade, and then return the paper to the student with all content- and structure-related comments. The formal, structural elements of the paper will generally make up one-third of the grade, and content two-thirds of the grade.

US Supreme Court Debates

Additional information regarding how the debates will be graded will be provided during the second half semester.

 

Course Materials

All course materials are located on the Blackboard page for this course. Individual professors may supplement these materials with additional handouts and readings. 

 

Academic Integrity

Integrity is critical to the learning process and to all that we do here at NYU Stern. All students are expected to abide by the NYU Stern Student Code of Conduct. A student’s responsibilities include, but are not limited to: 

Please see www.stern.nyu.edu/uc/codeofconduct for more information.

 

Students with Disabilities

Students whose class performance may be affected due to a disability should notify the professor early in the semester so that arrangements can be made, in consultation with the Henry and Lucy Moses Center for Students with Disabilities, to accommodate their needs. 

Please see www.nyu.edu/csd for more information.

 

NYU Stern Course Policies

 

Course Schedule

For every class session, students are expected to read the assignments and be prepared to discuss them in class. Each class has specific learning objectives, and by the end of each session the student is expected to know the answers to the questions provided. Being unprepared does not excuse an absence, and students are expected to be present even if unprepared. If the student is unable to prepare for a class, they should notify the professor via email or in person prior to that class.

The schedule set forth below is subject to change as the need arises. Students will be notified of any changes on Blackboard.

SUMMARY COURSE SCHEDULE

 

 

Tentative Dates

INTRODUCTION TO LAW

Assignments

Jan. 25

Sources of Law, Federal & State Courts, Stare Decisis & Precedent

 

Jan. 27

Jurisdiction, Litigation & Alternative Dispute Resolution

 

Feb.1

U.S. Constitution, Federal, State & Individual Rights

Assignment #1 Hand Out

Feb. 3
U.S. Constitution, Federal, State & Individual Rights  
Feb. 8
Criminal Law  
 

CONTRACT LAW

 

Feb. 10

Introduction to Contracts

Assignment #1 Due

Feb. 15

Agreement and Consideration

 

Feb. 17

Legality, Capacity, Statute of Frauds & Parol Evidence

 

Feb. 21
No Class - President's Day
 

Feb. 22 & 24

Defenses

Assignment #2 Hand Out

March 1

Performance, Conditions and Remedies

 

March 3
Employment Law  
March 8
Employment Law  

 

TORTS & PRODUCT LIABILITY

 

March 10

Introduction/Intentional Torts

Assignment #2 Due

March 14-20
SPRING BREAK
 

March 22

Negligence, Strict Liability and Defenses

 

March 24

Product Liability

 

March 29

Product Liability

Assignment #3 Hand Out

 

BUSINESS ORGANIZATIONS & FIDUCIARY DUTY

 

March 31

Agency & Fiduciary Duty


April 5
Intellectual Property  
April 7
Intellectual Property  

April 12

Overview & Partnerships

Assignment #3 Due

April 14

Corporations

 

April 19

Corporations & Limited Liability Companies

 

April 21

Securities Law


April 26

White Collar Crime & US Sentencing Guidelines

 

April 28

Debate Prep/TBD by Instructor

 

May 3

Debates in Class

 

May 5

Debates in Class

 

 

SOURCES OF LAW, FEDERAL & STATE COURTS, STARE DECISIS & PRECEDENT

Date: [January 25]

Learning Objective: Why do we have laws? What is the source of our laws? What is the relationship between the three branches of government? How does the U.S. Court system work? How does our judicial system maintain stability and consistency when deciding legal controversies?

Readings:

Section Outline

Relationship between Federal and State Courts

Stare Decisis and Precedent

Cases:

Brown v. Board of Education, 347 U.S. 483 (1954)

McBoyle v. United States, 283 U.S. 25 (1931)

 

JURISDICTION, LITIGATION AND ALTERNATIVE DISPUTE RESOLUTION

Date: [January 27]

Learning Objective: What mechanisms exist within the court system to ensure protection of an individual’s fundamental rights? How does a court obtain the authority to hear a case involving a particular defendant? What are the steps that one must take to conduct a lawsuit or criminal proceeding? What are the alternatives to resolving disputes in court?

Readings:

Jurisdiction Outline

Civil and Criminal Litigation

Mediation and Arbitration

Cases:

International Shoe v. Washington 326 U.S. 310 (1945)

Leonard v. Pepsico, Inc., 88 F.Supp. 2d 116 (1999)

 

The U.S. CONSTITUTION, FEDERAL, STATE AND INDIVIDUAL RIGHTS

Date: [February 1 & 3]

Learning Objective: How does the US Constitution balance the interests of the federal and state governments with individual rights held by its citizens? What function does the Bill of Rights play? Which Amendments are the most important with respect to protecting individual rights?

Readings:

The Constitution of the United States & Amendments

Cases:

McDonald v. City of Chicago 561 U.S. ___ (2010)

United States v. Morrison, 529 U.S. 598 (2000)

 

CRIMINAL LAW

Date:[February 8]

Learning Objective: How is criminal law different than civil law? Are there more personal rights at stake in a criminal case than in a civil case, and what sort of constitutional hurdles does that raise? Why are courts concerned about the defendant’s subjective state of mind, or mens rea, for most serious crimes, a.k.a. intent?

Readings:

Criminal Law Outline

Criminal Procedure Overview

Practice Debates: Criminal Law

Cases:

Board of Education v. Earls, 536 U.S. 822 (2002)

Arizona v. Gant, 556 U.S. ___ (2009)

 

CONTRACTS

1. Introduction to Contracts

Date: [February 10]

Learning Objective: What is the role of contracts in society? Why are contracts necessary? In what way(s) have contracts helped shape or modernize society? In what ways have they negatively affected society?

Readings:

Section Outlines

The Common Law, Oliver Wendell Holmes, Jr.

Cases:

Marvin v. Marvin, 557 P.2d 106 (1976)

Hoffman v. Red Owl Stores, Inc., 26 Wis.2d 683 (1965)

2. Agreement and Consideration

Date: [February 15]

Learning Objective: Why is consideration required although courts generally do not judge whether the amount of consideration is adequate? What is the reason that contracts are enforced, but gratuitous promises generally are not? What is the fundamental purpose of an enforceable contract?

Cases:

Lucy v. Zehmer, 84 S.E.2d 516 (1954)

Leonard v. Pepsico, 88 F. Supp. 2d 116, (1999)

Hamer v. Sidway, 27 N.E. 256 (1891)

Osprey LLC v. Kelly-Moore Paint, 984 P.2d 194 (1999)


3. Legality, Capacity, Statute of Frauds & Parol Evidence

Date: [February 17]

Learning Objective: How do the issues of legality and capacity interplay with the general presumption that contracts with consideration are valid? Who are the courts trying to protect in these situations? What would happen if courts did not step in? Why do courts require certain contracts to be evidenced by a writing?

Readings:

Section Outlines

Cases:

Jones v. Star Credit Corp., 59 Misc.2d 189 (1969)

Dodson v. Shrader, 824 S.W.2d 545 (1992)

Michel v. Bush, 146 Ohio App. 3d 208 (2001)

4. Defenses

Date: [February 22 & 24]

Learning Objective: Why do courts hesitate to meddle once a contract has been formed? And, if they do intervene how do courts rationalize their intervention? Should courts employ a simple “does it seem fair to both sides” type of test? Is there a societal and/or business justification for each type of contract defense? Are some defenses more justifiable than others?

Readings:

Section Outline

Cases:

Raffles v. Wichelhaus, 2 Hurl. & C. 906 (Court of Exchequer 1864)

Donovan v. RRL Corp, Corp., 27 P. 3d 702 (Cal: Supreme Court 2001)

Vokes v. Arthur Murray, 212 So. 2d 906 (Fla: Dist. Court of Appeal, 2nd Dist. 1968)

Stambovsky v. Ackley, 169 AD 2d 254 (N.Y. Sup.Ct, App. Div., 1st Dept. 1991)

5. Performance, Conditions and Remedies

Date: [March 1]

Learning Objective: How do courts distinguish between different standards of performance? Why do parties insert conditions into their agreements? Why is specific performance something courts are hesitant to enforce, especially with respect to personal services? What types of remedies can a non-breaching party receive? Does it seem fair to you that the non-breaching party owes duties to the breaching party?

Readings:

Section Outlines

Cases:

Jacob and Youngs v. Kent, 129 N.E. 889(Court of Appeals – NY 1921)

Shirley MacLaine Parker v. Twentieth Century Fox, 474 P.2d 689(1970)

Hadley v. Baxendale, Court of Exchequer, All ER Rep 461 (1854)

 

EMPLOYMENT LAW

Date: [March 3 & 8]

Learning Objective: Is the concept of employment at will inherently unfair to employees? What are the alternatives? Should there be more “protected classes” than currently allowed under federal law? Is it fair that state legislatures can pass laws creating more types of “protected classes” than those permitted by the federal government?

Readings:

Employment Law Outline

Federal Discrimination Laws

Cases:

Sutton v. United Airlines, 527 U.S. 471 (1999)

Harris v. Forklift, 510 U.S. 17 (1993)

Chadwick v. Wellpoint, 561 F.3d 38 (2009)

 

TORTS

1. Introduction and Intentional Torts

Date: [March 10]

Learning Objective: What is a tort? What are the goals in hearing these cases and awarding damages? What does the law of torts, and intentional torts in particular, reveal about the philosophical approach taken by the judicial system and legislature of the United States towards protecting individual rights and property? What sort of societal values does this reflect? In an intentional tort action, why isn’t the plaintiff required to prove that they suffered an actual harm or damage?

Readings:

Intentional Torts Outline

The Role of Torts in Society and the Courts

The Right to Privacy, Justice Brandeis

Stores Treatment of Shoplifters

Cases:

Howard Stern v. Roach, 675 N.Y.S. 2d 133 (1998)

Vanna White v. Samsung, 971 F.2d 1395 (1992)

Carafano v. Metrosplash, 339 F.3d 1119 (2003)

2. Negligence, Strict Liability and Defenses

Date: [March 22]

Learning Objective: What is negligence? How do courts define duty, and is this a realistic standard given the diversity and plurality of the United States? Is there a better alternative? What is proximate cause and why must it be proven in a negligence (and strict liability) case but not in an intentional tort case? Why have so many jurisdictions shifted from a traditional contributory negligence system to one of comparative fault? Likewise, what is the purpose of joint and several liability? Should tortfeasors be able to escape tort liability by presenting defenses that place blame upon the party who was harmed?

Readings:

Negligence Outline

Cases:

Palsgraf v. LIRR, 248 NY 339, (1928)

Zambo v. Tom-Car Foods, Inc., 2010-Ohio-474 (2010)

James v. Meow Media, 300 F.3d 683 (2002)

Rylands v. Fletcher (Court of the Exchequer 1865)

Walt Disney World v. Wood

 

PRODUCT LIABILITY

Date: [March 24 & 29]

Learning Objective: What does the concept of strict liability mean? Why do we shift the burden to the manufacturers, suppliers and other actors in the stream of commerce when defective products cause harm? In what way does this approach differ dramatically from that of other areas of torts? How does negligence play a role in product liability? What are the types of sales warranties that might apply in a product liability action?

Readings:

Product Liability Outline

Strict Liability

Warranties and Misrepresentations

Cases:

MacPherson v. Buick, 217 N.Y. 382 (1916)

Greenman v. Yuba, 59 C.2d 57 (1963)

Ward v. Hammer, 341 F. Supp 2.d 499 (2004)

 

AGENCY and FIDUCIARY DUTY

Date: [March 31]

Learning Objective: What is an agent and to whom does an agent owe a fiduciary duty? What types of authority can an agent have, and how does each affect the potential liability of the principal? In what ways is agency similar to product liability with regard to shifting the burden to the best party? In what ways is it different? How do fiduciary duties and agency apply in the employment context?

Readings:

Agency & Fiduciary Duty Outline

Fiduciary Duties of a Director & Conflicts of Interest

Cases:

Edgewater Motels v. Gatzke, 277 N.W.2d 11 (1979)

Vizcaino v. Microsoft, 120 F.3d 1006 (1997)

 

INTELLECTUAL PROPERTY

Date: [April 5 & 7]

Learning Objective: Why is intellectual property specifically protected by the U.S. Constitution? What are the goals behind protection of intellectual property? How do the current laws accomplish that? What are the potential problems with how intellectual property is currently regulated? In what ways can these laws be modified or improved?

Readings:

Intellectual Property Outline

Intellectual Property Comparison Chart

Patents, Cornall Law School, Legal Information Institute

Comedian Not Laughing Over Columbia Graduate’s Speech

Don't Stop Believing in Risk of Song Sharing

Why Imitation is the Sincerest Form of Fashion

You Tube, CNN, Illegal Downloading, Joel Tenenbaum

Cases:

Mattel v. MCA Records, 296 F.3d 894 (2002)

MGM Studios v. Grokster, 545 U.S. 913 (2005)

 

BUSINESS ORGANIZATIONS

1. Partnerships

Date: [April 12]

Learning Objective: What makes a partnership? Why would people enter into general partnerships if alternatives with limited liability exist? How does agency operate within a partnership?

Readings:

Section Outline

Making the Breakup Much Easier

OK, Partner, We Better Sign A Prenup

Cases:

Holmes v. Lerner, 88 Cal.Rptr.2d 130 (1999)

Meinhard v. Salmon, 249 N.Y. 458 (1928)

2. Corporations

Date: [April 14]

Learning Objective: What is a corporation and who are its stakeholders? What are the duties of its directors and officers? How does one pierce the corporate veil and why is this legal mechanism necessary? Is society potentially asking too much of a corporation and in what ways not enough?

Readings:

Section Outline

Understanding Piercing the Corporate Veil

The Role of Corporations

Business Judgment Rule and Fiduciary Duty

Cases:

Smith v. Van Gorkum, 488 A.2d 858 (Supreme Court of Delaware 1985)

Minton v. Cavaney, 56 Cal.2d 576 (1961)

3. Limited Liability Companies

Date: [April 19]

Learning Objective: What is a limited liability company? What are its pros and cons? If you were an entrepreneur would you want to form your business as an LLC or would you choose another business form?

Readings:

Section Outline

Fred Wilson on Corporate Entities

Pros and Cons of the LLC Model

 

SECURITIES FRAUD: White Collar Crime & US Sentencing Guidelines

Date: [April 21 & 26]

Learning Objective: Why has securities fraud become such a prevalent crime in the past thirty years? What sort of information asymmetries do insiders enjoy and what additional ones could they exploit without regulation? Why is it so hard to stop or develop regulation to stop securities fraud?

Readings:

Section Outline

Overview of the SEC & Securities Laws

SEC on Fair Disclosure

What is Insider Trading? http://www.sec.gov

Martha Stewart Case

Financial Reform Law: What’s In It and How Does it Work?

US Sentencing Guidelines

Cases:

SEC v. Dirks, 463 US 646 (1983)

United States v. O'Hagan, 521 US 642 (1997)

 

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