1. Business Law Course

Business Law Course

This resource is for use by undergraduate business students. This material is a free, crowd-sourced text for use in The Legal and Regulatory Environment of Business and other business law courses.It is designed for use along with a business law, legal environment of business, or regulation courses.

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TOPIC 1 - The Legal System

TOPIC 2 - The US Constitution

Constitutional Law (Intro)

Lecture Topics & Material

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TOPIC 3 - The Court System

US Courts (Intro)

Lecture Topics & Material

What is the authority for federal and state judicial systems?

What is the authority for courts that exist in the Article I, III, and IV Courts?

What are the types and authority of state courts?

What is Subject-Matter Jurisdiction?

What is Federal Court Subject-Matter Jurisdiction?

What is State Court Subject-Matter Jurisdiction?

Can a Federal trial courts hear state matters & vice versa?

Can a Federal appellate court hear federal matters & vice versa?

What is “Personal Jurisdiction”?

How to establish Federal Court Personal Jurisdiction?

How to establish State Court Personal Jurisdiction?

What is a “Long-Arm Statute”?

Venue

Who are the primary players in the state judicial system?

What types of judges are part of the judiciary?

What are the duties of trial judges in the legal system?

What are the duties of Appellate Judges & Justices?

How do cases arrive before appellate courts?

What is the role of “jurors” in the judicial system?

What number of jurors and juror votes are required for guilt or liability?

What do Attorneys do?

Who are the other players in the judicial system?

Theories of Judicial Review: Judicial Restraint vs. Judicial Activism

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TOPIC 4 - Administrative Law

TOPIC 5 - Criminal Law & Procedure

TOPIC 6 - Civil Litigation

TOPIC 7 -Alternative Dispute Resolution

TOPIC 8 - The Property System

TOPIC 9 - Tort Law

TOPIC 10 - Contract Law

Contract Law (Intro)

Lecture Topics & Material

What is a “Contract”?

What are the sources of contract law?

What is a “unilateral contract” vs. a “bilateral contract”?

What is an “express contract” vs. an “implied contract”?

What is an “enforceable contract” vs. a “valid contract”?

What is a “void contract” vs. a “voidable contract”?

What are the requirements to form a Contract (Offer, Acceptance, Consideration)?

What is an “Offer”?

When does an offer to contact terminate?

What is acceptance of an Offer?

What is Consideration?

What is “mental capacity” to contract?

What is the requirement of a “lawful purpose”?

What are common types of “voidable contract”?

When is a contract required to be in writing – Statute of Frauds?

What type of writing satisfies the statute of frauds?

Exceptions to the Statute of Fraud

Who are third-party beneficiaries to a contract?

What is “assignment” and “delegation” of a contract?

When is a party’s “duty of performance”?

What is an “executed contract” vs an “executory contract”?

What is “Performance”, “Substantial Performance”, and “Breach” of a contract?

What is performance of a “Divisible Contract”?

When is a party’s duty of performance discharged?

What are conditions to Contract (Precedent & Subsequent)?

What is “tendering performance” of a contract?

What are “Impossibility” and “Impracticability”

What is a”Frustration of Purpose”?

Waiver or Release from Contract

What is a Breach of Contract?

What methods exist for resolving a breach?

What remedies exist for a breach of contract?

What is “efficient breach”?

What rules does a court follow in interpreting a contract?

What is the “Parole Evidence Rule”?

What is a “complete integration” vs a “partial integration”?

Exceptions to the Parol Evidence Rule

Patent and Latent Ambiguity in a Contract

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TOPIC 11 - Agency & Liability

TOPIC 12 - Business Entities

TOPIC 13- Corporate Governance

Corporate Governance Law (Intro)

Lecture Topics & Material

What is “business governance”?

Who are the members of a corporation?

What is a closely-held corporation?

What is a “private company” vs a “public company”?

What is the role and purpose of the corporation?

What is the “agency theory” of corporate governance?

What is the “stakeholder theory” of corporate governance?

What is the role & rights of “shareholders” in the corporation?

What are the variations on attributes of “ownership structure”?

What are the fiduciary duties owed by shareholders?

When is a shareholder personally liable for corporate obligations?

How can shareholder enforce their rights (direct and derivative actions)?

What is the process for bringing a “derivative action”?

What are corporate vote “proxies”?

What is “shareholder activism” and the significance of “institutional investors”?

What is the role of the “board of directors”?

What is the composition of the board of directors?

What standards govern the actions of the board of directors?

What is the “business judgment rule”?

What is D&O insurance?

What is the role of “managers” of the corporation?

What standards govern manager actions?

What are the primary state and federal corporate governance laws?

What is the role of the state in corporate governance?

What is the role of “securities laws” in corporate governance?

What is the role of the “Foreign Corrupt Practices Act” in corporate governance?

What is the “Sarbanes-Oxley Act” (SOX) effect on corporate governance?

What is the “Dodd-Frank Wall Street Reform and Consumer Protection Act effect on corporate governance?

What industry organization standards affect corporate governance?

How do “proxy advisory firms” affect corporate governance?

What is the role of ethics in corporate governance?

What are the major causes of corporate governance issues?

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TOPIC 14 - Securities Law

Securities Law (Intro)

Lecture Topics & Material

What are “securities laws”?

What is a “security”?

What qualifies as an “investment contract”?

What are the primary federal securities laws?

What are the regulatory goals of security laws?

What is the “Securities and Exchange Commission”?

What is an “initial public offering”?

What is a “direct public offering”?

Securities Act of 1933

What is an “offer to sell” securities?

Who are the parties regulated in an offer to sell securities?

What are the primary disclosure documents required in an offer to sell securities?

What is an issuer allowed to do at each stage of the registration process?

How are issuers classified for purposes of the registration and offering process?

What is an issuer allowed to do during the “Pre-filing Period”?

What are the limitations on the issuer during the “Post-filing, Waiting Period”?

What is an issuer allowed to do during the “Post-Effective Period”?

What is an “Emerging-Growth Company”?

What type of information must an issuer disclose?

What laws govern the mechanics of disclosure in a securities offering?

Exemptions from 1933 Act Registration

What are “exempt securities” and “exempt transactions”?

What are “restricted securities”?

What is a Section 3 Exemption from registration?

What is a “Rule 147 Exemption”?

What is a “Section 4(a) Exemption”?

What is a “Regulation A Exemption”?

What are “Regulation D Exemptions”?

What is a Rule 504 Exemption?

What is a Rule 505 Exemption?

What is a Rule 506(b) Exemption?

What is a Rule 506(c) Exemption?

What is Rule 502(d) and the “Rule 144” Safe Harbor?

What are the disclosure requirements for companies employing an exemption?

What is the requirement to file “Form D”?

What is the effect of failing to register an offering under Section 5?

What is “crowdfunding”?

Liability Under the Securities and Exchange Act of 1933

What is civil liability under “Section 11” of the ’33 Act?

What is civil liability under “Section 12” of the ’33 Act?

What are defenses available to charges under Sections 11 and 12?

What is civil liability under “Section 17” of the ’33 Act?

What is potential criminal liability under the ’33 Act?

The Security Exchange Act of 1934

When must an issuer register pursuant to the ’34 Act?

What disclosures are required of reporting companies under the ’34 Act?

What is liability under “Section 10(b)” and “Rule 10(b)(5)”?

What is “insider trading” under Rule 10(b)(5)?

What damages are available under Section 10 and Rule 10(b)(5)?

What is “insider trading” under Section 14 of the ’34 Act?

What is liability under Section 16 of the ’34 Act?

What is liability under Section 18 of the ’34 Act?

What is liability under the “Securities Enforcement Remedies Act”?

What is criminal liability under the ’34 Act?

What are blue sky law?

When is an issuer required to comply with state securities laws?

What are the registration requirements under state law?

What is “coordinated registration” under state law?

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TOPIC 15 - Employment Laws

TOPIC 16 - Employment Discrimination

Employment Discrimination (Intro)

Lecture Topics & Material

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TOPIC 17 - Consumer Protection

TOPIC 18 - Antitrust Law

TOPIC 19 - Secured Transactions

Secured Transactions Law (Intro)

Lecture Topics & Material

What is a security interest?

What are the benefits of security interests for creditors?

What are the common types of security interest in real property (land)?

What is a mortgage?

How does a security interest protect the mortgage holder?

What is a “deed of trust” or “security deed”?

What is a “land sale contract”?

What is a security interest in personal property?

How does one establish a security interest in personal property?

What is “perfection” of a security interest?

What are the methods of perfecting a security interest in personal property?

How does one establish a security interest in real property (land)?

What is “automatic perfection” of a security interest?

What is a “purchase money security interest” (PMSI) in consumer goods?

What is a “purchase money grace period” for a PMSI in non-consumer goods?

How does one continue perfection of a PMSI in non-consumer goods?

What is “temporary automatic perfection” in “proceeds” from the sale of goods?

How is a security interest created in “assignment of accounts receivable” and “contract rights”?

How does one perfect a security interest by “possession” of the collateral?

How does on perfect a security interest by “control” of collateral?

How does one perfect a security interest by “filing a financing statement”?

What authorization is required to file a financing statement?

Where is the appropriate office to file a financing statement?

What is “priority” of a security interest?

What role does perfection play in establishing the “priority” of a secured party?

What are the common conflicts arising as to priority of a security interest?

What is the priority of parties secured by “common law and statutory liens”?

What is the priority of a buyer of collateral that is subject to a security interest?

What is required to be a buyer in the ordinary course of business?

How does 9-320(b) protects consumers purchasing goods from other consumers?

What is the “Shelter Principle”?

What are the general “priority rules” for security interests?

Who has “priority in proceeds” from the sale of collateral?

What is a secured party’s priority in future advances to a debtor?

What is the priority of a PMSI in goods (other than inventory and livestock)?

What is the priority of a PMSI in inventory?

What is the priority of conflicting PMSIs?

What is the priority of security interests in fixtures?

What is the scope of fixture priority rules?

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TOPIC 20 - Commercial Paper

Commercial Paper (Intro)

Lecture Topics & Material

What is “Commercial Paper”?

What are the common types of commercial paper?

Who is a “holder” of a negotiable instrument?

What is “negotiability” and why is it important?

What is required for commercial paper to be “negotiable”?

When does commercial paper contain an “unconditional promise to pay?

What is “payable on demand” or “payable on time”?

What is “order paper” and “bearer paper”?

How is a payee identified on the negotiable instrument?

What rules does the court apply in determining negotiability?

How is commercial paper negotiated to a holder?

What is “transfer” of a negotiable instrument?

What is “indorsement” of a negotiable instrument?

What are the various types of indorsement?

How does a holder receive payment on a negotiable instrument?

Who is potentially liable on (or obligated to pay) a negotiable instrument?

When is an individual liable for a representative signing a negotiable instrument?

What rules apply if a holder loses a negotiable instrument?

When is payment of a negotiable instrument overdue?

What effect does a negotiable instrument have on the underlying obligation?

What is a “holder in due course”?

What are the requirement for a holder to become a holder in due course?

How does discharge of the “underlying obligation” affect a holder in due course?

What is the “Shelter Rule”?

Can you limit a transferee from becoming a holder in due course?

What are defense of a payor against payment of a negotiable instrument?

What is a “claim in recoupment”?

What are the rights of a holder in due course if the instrument involves a consumer transaction?

What happens if a negotiable instrument is “forged”?

What happens if a negotiable instrument is “stolen”?

What is the role of a “guarantor” or “surety” of a negotiable instrument?

What is an “accord & satisfaction”?

What is primary and secondary liability on an instrument?

What is “drawer or maker liability” for a negotiable instrument?

What is “transferor warranty” of a negotiable instrument?

What is “indorser warranty” of a negotiable instrument?

What is “presentment warranty” of a negotiable instrument?

What is a warrantor’s liability for a dishonored note or draft?

What is the time limitation for warranty of a negotiable instrument?

When are the warranties of a negotiable instrument discharged?

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TOPIC 21 - Bankruptcy Law

TOPIC 22 - Environmental Law

TOPIC 23 - Intellectual Property

Intellectual Property Law (Intro)

Lecture Topics & Material

What is “Intellectual Property”?

What is the purpose in granting intellectual property rights?

What is required to capture or secure intellectual property rights?

What are “Trade Secrets?

What are patents or patent rights?

What are the primary types of patents?

What are the requirements for a valid patent?

What are the requirements for a design patent?

What are the requirements for a “utility patent”?

What is the process for securing patent rights?

What is a “Provisional Patent”?

What is the process for enforcing one’s patent rights?

What is a “Trademark”?

What are types of trademark”?

What is required to capture trademark rights?

What is the “Distinctiveness” requirement for a Trademark?

What is the process for determining whether a trademark is sufficient distinctive?

What is “Federal Trademark Registration”?

What protections exist for trademark rights under state law?

What are the primary reasons for rejecting a trademark application”?

What are the common trademark designations?

What is the process for filing for federal trademark registration?

What is trademark infringement?

How does one enforce trademark rights?

How does a trademark holder demonstrate infringement of a trademark? 

What is a copyright? 

What are the rights of a holder of a copyright?

What are the requirements for establishing copyrights?

What are the elements of a copyright?

How long is the period of copyright protection?

What is the process for registering a copyright?

Who may claim and secure copyright protection?

What is infringement and the process for enforcing a copyright?

What are the defenses available against a claim of copyright infringement?

What is “Fair Use” of a copyright?

What is the “First Sale Doctrine?

What international protections exist for intellectual property rights?

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TOPIC 24 - Insurance Law

TOPIC 25 - International Law

 ADDITIONAL MATERIAL

Law & Ethics

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