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BA 561 001
Law for Managers
Number of Credit Hours: 2
Thursdays, February 16– March 16, 5:40 – 9:20
Maggie Finnerty, J.D.
Finnerty@pdx.edu
(503) 281-1171
Office Hours: By appointment only
Course Description
This course is designed to provide MBA students with a broad-based understanding of
legal issues that affect modern business. The course covers the following substantive law
areas: Choice of Entity, Corporate Governance, Raising Money, Securities Regulation,
Antitrust, Bankruptcy, Contracts, E-commerce, Sales, Intellectual Property and
Employment Law.
Course objectives:
The objectives of this course are to:
1. Develop a basic understanding of the fundamental concepts, legal vocabulary and rules
of law that apply to business;
2. Develop the ability to recognize potential legal issues and problems that arise in
business settings and when it is appropriate to contact a lawyer;
3. Learn to apply the underlying rules of law to business situations;
4. Develop analytical and reasoning skills.
Required Text & Materials
The Entrepreneur’s Guide to Business Law, 2nd Edition, Constance Bagley and
Craig E. Dauchy.
Supplemental readings will be posted to my website
(http://www.sba.pdx.edu/faculty/maggief/index.html)
Tests and Grading
Student grades will be determined as follows:
Briefs (4, 3 points each) 12%
Case Analysis (3, 5 points each) 15%
Class Participation: 25%
Final exam: 48%
Success in the class. Success in this course will be achieved by students who read the
assigned chapters and cases/handouts before class, bring their questions to class for
discussion, participate in class discussions, and submit clear, concise briefs and cases
analyses.
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Briefs
Why do we study case law? First of all, reading cases is a LOT more fun than reading
statutes. More importantly, however, cases can illustrate specific legal principals and
show how and why the court reached its decision. The court’s opinion sets forth the
reasoning followed in reaching their conclusions, which helps to distinguish one case’s
fact pattern from another, allowing students to learn the nuances of the law. Finally,
cases are important because court decisions are “precedent”—that is, the decision in one
case effects decisions in other cases. Therefore, understanding why a court ruled as it did
enables a reader to more accurately predict the outcome of controversies that arise in the
future. Consequently, a court’s reasoning is more important than its holding.
In addition to the assigned text, students will be assigned an actual case or cases to read
for each class. Students are expected to turn in a short (no more than one page) brief for
each assigned case. A brief is a short summary and analysis of the case prepared for use
in classroom discussion. It is a set of notes, presented in a systematic way, in order to
sort out the parties, identify the issues, ascertain what was decided, and analyze the
reasoning behind decisions made by the courts.
Briefs should contain the following format:
FACTS: a concise summary of the facts—only those facts essential to the outcome of the
case.
ISSUE: Generally, the issue should begin with the word “whether”. E.g., “Whether the
sale of the CEO’s stock violated Section 10-b(5) and constituted insider trading.”
HOLDING: Generally, he holding will be either “yes” or no”. E.g., “Yes, the sale of the
CEO’s stock violated Section 10-b(5), and therefore constituted insider trading.”
REASONING: This is the crux of the brief, where you explain how the court reached it’s
decision. Facts should be woven into the reasoning. E.g., “Because the CEO had
material, nonpublic information and because the CEO traded on that information without
disclosing…”
Case Analysis
After each class, I will post to my website a problem or problems that must be solved
using the cases and text for that week’s class. Students must analyze the problem and
predict the way a court would rule, based on the materials we have covered. Students
should argue BOTH SIDES of the argument, not just the side that appears more likely to
win.
Students MAY work together to discuss the problem, but each student must turn in his or
her own work at the beginning of the next class. THESE PROBLEMS WILL
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SIMULATE THE TYPES OF ESSAY QUESTIONS THAT WILL BE ON THE FINAL
EXAM.
Participation
After each class session, I will make one of the following assessments about your
participation:
"+" means you asked questions and provided analysis that turned the direction of
the conversation in unanticipated and fruitful directions.
"check (√)" means you were prepared for class as evidenced by your ability to
fill in facts and contribute to the discussion.
"-" means that you never said anything or were obviously not prepared when
called on.
"a" means that you were absent without providing me with an excuse. This is the
worst case scenario.
Because the course meets only 5 times, with the 5th being the in-class final,
attendance at all classes is mandatory. Students who know they will miss one class
should enroll in the course another term.
Audit
Students registered for a grade of Audit or who change to the Audit option must complete
all the assigned readings and case briefs and must participate in class discussions. Audit
students are welcome but are not required to take the final exam.
Ethics
A requirement for passing this course is academic honesty and integrity, the same
standard that is necessary to achieve professional success. Failure to demonstrate these
characteristics will result in a grade of F for the course. Cheating on a test or
homework assignment is a violation of this requirement. The use of the words or ideas of
another without proper attribution is cheating for this purpose.
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Date Topic Assignment
Feb. 16 Introduction: Chapter 1
Intro to legal system Intro to Law (website)
How to Brief a Case Guth v. Loft (website)
(Prepare Brief and bring
to class to turn in. See Syllabus
for details)
Leaving Your Employer Chapter 2
Selecting/Working with an Attorney Chapter 3
Choice of Entity Chapter 4 (page 49-55)
CASE ANALYSIS TO BE
POSTED TO WEBSITE.
Analysis is due 2/23.
Feb. 23 Choice of Entity (continued) Chapter 4 (55-70)
Raising Money/Securities Regulation Chapter 7, to page 164
Venture Capital Sample VC Term Sheet
(website)
Corporate Governance Chapter 5 to p. 88
Chapter 6
Smith v. Van Gorkam
Prepare brief and bring to
class to turn in.
CASE ANALYSIS TO BE
POSTED TO WEBSITE.
Analysis is due 3/3.
March 2 Intro to SOX Summary of SOX (website)
Insider Trading US v. O’Hagan (website)
Prepare Brief and bring
to class to turn in.
M&A
Anti-Trust (overview) Chapter 16, 585-598, 618-636
Bankruptcy (overview) Chapter 11, 365-370 (SKIM)
Chapter 12, 384-398 (SKIM)
CASE ANALSIS TO BE
POSTED TO WEBSITE.
Analysis is due 3/9.
4
March 9 Employment Law Chapter 10, to page 310
Contracts Chapter 8, 176-213
Hamer v. Sidway
Prepare Brief
IP Law Chapter 14
March 16 FINAL EXAM
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