NYU Stern School of Business

Undergraduate College

SOIM-UB.0006.002 (C40.0006): LAW, BUSINESS & SOCIETY

Fall 2011

Instructor Details

Calderon, Jeanne


Mon 12:30-1:30 pm; Wed 12:30-2:30 pm

Tisch Room 428

Teaching Assistant infromation to be announced and posted on Blackboard.


Course Meetings

MW, 11:00am to 12:15pm

Tisch T-LC25

Final Exam: During final exam period

Schedule exceptions
    Class will not meet on: Monday, October 10, 2011
    Class will meet on: Monday, December 12, 2011 and Wednesday, December 14, 2011


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,” 3 to 4 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.

All students are required to submit their papers using the Assignments tab on Blackboard. Integrated within Blackboard is Turnitin, an online plagiarism prevention and detection software 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.

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. The debates will take place during the last 2 days of class.

3. Final Exam

4. Classroom Participation


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

Classroom Participation


3  Written Legal Assignments                            

45% (15% each)

US Supreme Court Debate


Final Exam


Classroom Participation Criteria




A student receiving an A/A- 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; and demonstrates an excellent understanding of the course readings.


A student receiving a B+ comes to class prepared; makes thoughtful comments when called; contributes occasionally without prompting; and demonstrates a very good understanding of the course readings.


A student receiving a B 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. 

B- & below

A student that fails to satisfy the requirements outlined above will receive a B- & below in class participation. The most likely way to receive this grade is by failing to be prepared, frequent class absences (unless excused by professor), and demonstrating a lack of knowledge of the course readings when called upon in class.

Criteria for Written 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, in conjunction with the Professor, will read and evaluate them in terms of the following criteria: 


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.. 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.





Sept. 6/7/8

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

Blackboard readings

Sept. 12/13

Jurisdiction, Litigation & Alternative Dispute Resolution

Blackboard readings

Sept. 14/15

US Constitution, Federal, State & Individual Rights

Assignment #1 Hand Out

Sept. 19/20

US Constitution, Federal, State & Individual Rights

Blackboard readings

Sept. 21/22

Criminal Law

Blackboard readings




Sept. 26/27

Introduction to Contracts

Assignment #1Due

Sept. 28/29

Agreement & Consideration

Blackboard readings

Oct. 3/4

Legality, Capacity, Statute of Frauds & Parol Evidence Rule

Blackboard readings

Oct. 5/6


Blackboard readings

Oct. 10/11



Oct. 12/13

Performance & Conditions, Remedies

Assignment #2 Hand Out

Oct. 17/18

Agency & Fiduciary Duty

Blackboard readings

Oct. 19/20

Agency & Fiduciary Duty

Blackboard readings




Oct. 24/25

Introduction/Intentional Torts

Blackboard readings

Oct. 26/27

Negligence/Strict Liability & Defenses

Blackboard readings

Oct. 31/Nov. 1

Product Liability

Assignment #2 Due

Nov. 2/3

Product Liability

Blackboard readings




Nov. 7/8

Employment Law


Nov. 9/10

Employment Law

Assignment #3 Hand Out

Nov. 14/15

Intellectual Property


Nov. 16/17

Intellectual Property





Nov. 21/22

Overview & Partnerships

Assignment #3 Due

Nov. 24 – Nov. 27



Nov. 28/29

Corporations/Limited Liability Companies

Blackboard readings

Nov. 30/Dec. 1

Securities Law

Blackboard readings

Dec. 5/6

Securities Law

Blackboard readings

Dec. 7/8

Debate Prep/TBD by instructor


Dec. 12/13



Dec. 14/15



Dec. 19 –  Dec. 23







Date: [Sept. 6/7/8]

Readings on Blackboard

Section Outlines:Introduction to Law” & “Sources of Law”

Folders: 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)

How to Read A Case: Homework Worksheet (as assigned by professor)




Date: [Sept. 12/13]

Readings on Blackboard

Section Outline: Jurisdiction”

Folders: Civil vs. Criminal Litigation/Legal Residency; Mediation and Arbitration

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




Date: [Sept. 14/15 & 19/20]

Readings on Blackboard

The Constitution of the United Sates & Amendments

Cases: McDonald v. Chicago 561 U.S. ___ (2010); United States v. Lopez, 514 U.S. 549 (1995)

Defense of Marriage Act

YouTube: White House: Obama 'grappling' With Gay Marriage

“Polygamist, Under Scrutiny in Utah, Plans Suit to Challenge Law”, New York Times, 7/11/2011




Date: [Sept.21/22]

Readings on Blackboard

Section Outline: “Criminal Law”

Criminal Procedure Overview

Cases: Board of Education V. Earls, 536 U.S. 822 (2002); Arizona v. Gant, 556 U.S. ___ (2009)

Practice Debates Criminal Law (instructor discretion)




Introduction to Contracts

Date: [Sept. 26/27]

Readings on Blackboard

Section Outline: Contracts

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

Agreement and Consideration

Date: [Sept. 28/29]

Readings on Blackboard

Section Outline: “Agreement & Consideration”

YouTube: Pepsi Commercial

Cases: Leonard v. Pepsico, 88 F. Supp. 2d 116, (199 ); Hamer v. Sidway, 27 N.E. 256 (1891);Osprey LLC v. Kelly-Moore Paint, 984 P.2d 194 (1999)

Legality, Capacity, Statute of Frauds & Parol Evidence Rule

Date: [Oct. 3/4]

Readings on Blackboard

Section Outlines; Capacity; Illegal Contracts; Statute of Frauds & Parol Evidence Rule

You Tube: TN Firefighters Watch Home Burn To The Ground Because Homeowner Forgot To Pay Fee

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)

Defenses To Contract Enforcement

Date: [Oct. 5/6]


Section Outline: Defenses To Contract Enforcement

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)

Performance, Conditions and Remedies

Date: [Oct. 12/13]

Readings on Blackboard

Section Outlines: Performance & Conditions; Remedies

Cases: Jacob and Youngs v. Kent, 129 N.E. 889(Court of Appeals, NY 1921); Parker v. Twentieth Century Fox, 474 P.2d 689(1970); Hadley v. Baxendale, Court of Exchequer, All ER Rep 461 (1854)



Date: [Oct. 17/18 & 19/20]

Readings on Blackboard

Section Outline: Agency & Fiduciary Duty

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)




Introduction and Intentional Torts

Date: [Oct. 24/25]

Readings on Blackboard

Section Outline: Intentional Torts

“Stores’ Treatment of Shoplifters”, New York Times, 6/21/2010

“A Victim, Her Pictures and Facebook”, New York Times, 3/29/2011

The Right to Privacy, Justice Brandeis

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 (9th Cir. 2003)

Negligence, Strict Liability and Defenses

Date: [Oct. 26/27]

Readings on Blackboard

Section Outline: Negligence

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); Walt Disney World v. Wood, 515 So.2d 198 (1987); Rylands v. Fletcher (Court of the Exchequer 1865)

YouTube: Dangers of Hospital Negligence




Date: [Oct.31/Nov.1 & Nov.2/3]

Readings on Blackboard

Section outline: Product Liability

Cases: MacPherson v. Buick, 217 N.Y. 382 (1916);Greenman v. Yuba, 59 C.2d 57 (1963);Ward v. Arm and Hammer, 341 F. Supp 2.d 499 (2004)

Express & Implied Warranties under the Uniform Commercial Code

YouTube: Wendy's Finger In Chili April 2008; Tylenol Cyanide Deaths 1982

“FTC Objects to Rice Krispies Claim”, Wall Street Journal, 6/4/2010




Date: [Nov.7/8 & 9/10]

Readings on Blackboard

Section Outline: Employment Law; Key Federal Employment Discrimination Statutes

Federal Discrimination Laws Enforced by the Equal Employment Opportunity Commission (EEOC)

Cases: Sutton v. United Airlines, 527 U.S. 471 (1999);Harris v. Forklift, 510 U.S. 17 (1993); Price Waterhouse v. Hopkins, 490 U.S. 228 (1989)

YouTube:American Apparel Harassment Lawsuit March 2011

“Justices Rule for Wal-Mart in Class-Action Bias Case”, New York Times, June 20, 2011




Date: [Nov. 14/15 & 16/17]

Readings on Blackboard

Section Outlines: Intellectual Property Comparison Chart; Intellectual Property

Patents, Cornell Legal Information Institute

Cases: Mattel v. MCA Records, 296 F.3d 894 (2002); MGM Studios v. Grokster, 545 U.S. 913 (2005)

“Apple to GetJar: Drop 'App Store' From Name” Wall Street Journal, July 11, 2011

“Why Imitation Is the Sincerest Form of Fashion”, New York Times, 8/12/2010

“Don't Stop Believing in Risk of Song Sharing”, Wall Street Journal, 11/5/2010




Introduction & Partnerships

Date: [Nov.21/22]

Readings on Blackboard

Section Outlines: Partnership; Limited Partnership

Cases: Holmes v. Lerner, 88 Cal.Rptr.2d 130 (1999); Meinhard v. Salmon, 249 NY 458 (1928)

“Making the Breakup Much Easier”, New York Times, 2/20/2008

“OK, Partner, We Better Sign A Prenup”, Wall Street Journal, 5/11/2008

Corporations & Limited Liability Companies

Date: [Nov.28/29]

Readings on Blackboard

Section Outline: Corporations; Limited Liability Companies

YouTube: The Corporation: What Is A Corporation?

Cases: Smith v. Van Gorkom, 488 A.2d 858 (Supreme Court of Delaware 1985); Geringer v. Wildhorn Ranch, 706 F.Supp. 1442 (1988)

National Public Radio (NPR): Judge OKs Ovitz Severance

“The Knicks Boldly Go Where Companies Have Not”, New York Times, 7/5/2006

Corporate Entities, Fred Wilson, Venture Captalist

Pros and Cons of the LLC Model




Date: [Nov.30/Dec.1 & Dec.5/6]

Readings on Blackboard

Section Outline: Securities Fraud

The Laws That Govern the Securities Industry. http://www.sec.gov

What Is Fair Disclosure? http://www.sec.gov

Insider Trading http://www.sec.gov

Cases: SEC v. Dirks, 463 US 646 (1983); United States v. O'Hagan, 521 US 642 (1997); Martha Stewart

“Financial Reform Law: What’s In It and How Does it Work?” Christian Science Monitor, 7/21/2010

“Confessions of an Inside Trader”, Wall Street Journal, 4/16/2011

“Fund Titan Found Guilty”, Wall Street Journal, 5/12/2011


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