EEE 442 – Emerging Enterprise Law
Professor Zollers fzollers@syr.edu Spring 2008 Ext. 3648
Text: Bagley & Dauchy, The Entrepreneur's Guide to Business Law, 3rd edition (Thomson, 2008). Also purchase the Harvard Business School case CVD Corporation versus A.S. Markham Corporation. Both are available at Follett Orange Bookstore in the Marshall Square Mall. Course Objectives: 1) To identify the legal challenges inherent in entrepreneurial activities 2) To develop strategies for meeting those legal challenges while achieving the core business objectives 3) To learn how to spot legal issues before they become legal problems 4) To learn how to use the law creatively to further the objectives of the business Course Requirements: During the semester, there will be two exams, a paper or project, and a presentation of the paper’s findings or the project’s outcome. The exams and the paper/project count 25% each toward the final grade; the presentation counts 15%; class participation counts 10%. Class participation means valuable contributions to class discussion and not merely attendance. You must be prepared for each class and ready and willing to participate in class discussion. The paper is designed to help you explore in depth legal and ethical issues that arise in entrepreneurship. The paper will be due in pieces throughout the semester—from topic selection to final draft. I can help you select a paper topic or perhaps coursework from another class will give you some ideas. Newspaper and magazine articles are also sources of inspiration. Perhaps you are working on a business plan for another course and wish to expand the analysis of legal issues. You may be familiar with the EEE program’s South Side Connect Project or the South Side Innovation Center. Some of the businesses connected to the programs may need help with legal issues associated with running their particular enterprises. If you are interested in a topic from the SSIC or the Connect Project, let me know, and I will put you in touch
with the appropriate people. I am reasonably open to ideas. There are only a few requirements. The topic must relate to entrepreneurship and must be about a legal or an ethical issue. An individual or a group (no more than three people) may work on any of these projects as a paper topic. Whatever you chose, you must clear the topic with me and the formation of your group, if applicable.. Please note that it is a violation of the Academic Integrity Policy of the Whitman School to submit the same paper for two courses without the prior consent of both instructors. Papers should be 8-12 pages in length (excluding appendices, charts, bibliography), double-spaced. They must be more analytic than descriptive. Group efforts (with permission) are fine, but I expect the end product to reflect the fact that more than one person was involved in the conception, design, and execution of the project. Groups can be no larger than three people. Please see below for more information about due dates, penalties for late submissions, etc. Office Hours: 4:00-5:00 on Mondays and Wednesdays, 2:00-4:00 Tuesdays, and other times by appointment. My office is in Room 509 (X-3648). You may drop off items for me under my door or in Suite 500 (X-1040). My email address is fzollers@syr.edu and my fax number is 442-1449. Students who may need special considerations because of a disability should make an appointment with me early in the semester, and bring your paperwork. Blackboard: I will use Blackboard as a course management tool. Once you are officially registered in the course, you will be able to access the material for this course. The syllabus and any PowerPoint slides I use will be available, as will any supplemental readings and resources. I will also employ the email function and would like to use the Discussion Board to carry on conversations about topics related to the course, if there is sufficient interest in doing so. Academic Integrity Policy Certification Requirement: Syracuse University has adopted an academic policy emphasizing that honesty, integrity, and respect for others are fundamental expectations in our University. The Whitman School of Management requires all students who take Whitman courses to certify in writing that they have read, understand, and agree to comply with the Academic Integrity Policy. Whitman students should have already completed certification statements. All non-Whitman students enrolled in this course, including Management minors, are also required to complete a certification statement. Statements are available in the Undergraduate Office (Suite 215). Completed statements will be kept on file in that office.
Classroom Conduct and Other Matters: • • It is important that you be here on time, ready to discuss the day’s material. Occasionally someone has to come late or leave early because of an unexpected event; however, please make it a practice to be on time and remain seated in the class until the end. Leaving class before the ending time is disruptive to me and to the other students. Only bottled water is permitted in the classroom All cell phones, pagers, watches that signal the hour, etc. must be turned off before class begins. I do not encourage computer use during class. However, if you must use one for note-taking, please be aware that it is to be used only for course-related functions. It is not appropriate to be checking email, surfing the web, or working on tasks for other courses while this class is in session.
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Additional Paper Information: You should settle on a topic and inform me by Monday, February 18, no later than 5:00 PM. I want to limit how many papers I have on any one topic, and I will approve topics on a first come, first served basis. Therefore, you may want to consider informing me by a date earlier than February 18. Please submit your topic in writing, along with the names of all group members if you are doing a group paper. See below for the penalty for missing this deadline. Your annotated bibliography is due Wednesday, March 19 by 5:00 PM. This is a list of your references, along with citations, and a short synopsis of the information contained in them (a few sentences each). Please note that Wikipedia is not an appropriate source for a research paper; thus, do not rely on or cite that reference in your annotated bibliography or in the paper. Your final paper may contain more references than appear in the annotated bibliography, but the requirement of an early annotated bibliography is to assure you that there is enough meat to your topic to warrant writing about it. See below for the penalty for missing this deadline. Your primary research will be in the business literature, but you may need to research some primary legal materials. If you need help locating them, see me. Include citations within the paper and also provide a bibliography. Be sure to give proper reference to the ideas of others. Citations should not be confined to direct quotes only, but also to your use and restatement of material you have gleaned from your research. Failure to do so constitutes plagiarism and is a violation of Syracuse University’s Academic Integrity Policy.
Your first draft is due Wednesday, April 9 by 5:00 PM. Your final draft is due Tuesday, May 6 by noon. Attach to the final draft the marked up copy of the first draft, as well as the marked up copy of your annotated bibliography. Penalties for missed deadlines are stated below. The paper is worth a total of 100 points. Failure to turn in and receive approval of a topic on time will result in a loss of 5 points. Failure to turn in a reasonably complete bibliography on time will result in a loss of 10 points. Failure to turn in the first draft on time will result in a loss of 10 points. Failure to turn in the final draft on time will result in a loss of 10 points per day. COURSE SCHEDULE Week of Jan. 14 Introduction Chapter 1 – Taking the Plunge (briefly) Chapter 2 – Leaving Your Employer No classes Monday, Jan. 21 for MLK Day CVD Corp. versus A.S. Markham Corporation (HBS case) Read Chapter 3 on your own (selecting an attorney) Chapter 4 – Forms of business organizations Chapter 5 – Structuring the Ownership Chapter 6 – The Board of Directors Chapter 7 – Raising Money Chapter 13 – Venture Capital Guest speaker – Phil McNeill of SPP Mezzanine Partners (date may change, depending on Mr. McNeill’s schedule) Chapters 8 & 9 (except pages 237-247) – Contracts, including e-commerce contracts Paper topics due Feb. 18 by 5:00 PM Continue with e-commerce Chapter 10—Human Resources Exam 1 due February 27 by 2:00 PM
Week of Jan. 21 Week of Jan. 28 Week of Feb. 4 Week of Feb. 11
Week of Feb. 18
Week of Feb. 25
Week of March 3
Chapter 11 and pages 237-247 – Operational Liabilities, including product liability Guest Speaker—Lee Goldberg of Vector Computer Consulting Spring Break Continue with Operational Liabilities Annotated bibliography due March 19 by 5:00 PM Chapter 14 – Intellectual Property and Cyberlaw Continue with Intellectual Property Chapter 12 – Creditors’ Rights and Bankruptcy First draft due April 9 by 5:00 PM Chapters 16 & 17 – The dream realized (as time permits) Exam #2 due by April 16 at 2:00 PM Presentations Presentations Final papers and projects due by 12:00 noon
Week of March 10 Week of March 17 Week of March 24 Week of March 31 Week of April 7 Week of April 14 Week of April 21 April 28 May 6