Law, Business, and Society

Title
Contents
UNIT ONE
	1 Capitalism and the Role of Government
		Part One—Introduction
			Challenging Capitalism/Globalization
				Capitalism, Globalization, and September 11, 2001
					Our Purpose
					Markets and Governments
					Law
		Part Two—Capitalism
			Capitalism in Practice—“Privatization” in America and Abroad
				Toll Roads and Congestion Pricing
					Golf Courses
					Schools
					Privatization in Sum
		Part Three—Collectivism
			Communism
			Socialism
				Socialist Goals
			Coping with Capitalism—China and Russia
				China—Economics
					China—Politics
					Russia
					Russia—Politics
		Part Four—Middle Ground? A Mixed Economy (The Third Way)
			Sweden
				American Capitalism in Europe?
		Part Five—America’s Economic Future: Where Are We Going?
			Uncertainty
				Overall Quality of Life
					Poverty
					Good News
					The Gaps
					Community
			Too Much Capitalism? Or Too Little?
				The EU Dream
					The Bill Gates Dream
		Internet Exercise
		Chapter Questions
		Notes
	2 Business Ethics
		Part One—Introduction to Ethics
			Subprime Mortgages: A New Corporate Scandal?
			Ethics Theories
				Universal Truths?
				Teleology or Deontology—An Overview
				Teleology
					Utilitarianism
				Deontology
					Formalism
			Using Utilitarianism and Formalism: Layoffs, Part I
			Layoffs, Part II
		Part Two—Managerial Ethics: Evidence and Analysis
			America’s Moral Climate
				College Students
				Corporate Conduct
			Why Do Some Managers Cheat?
				Moral Development
					Feminine Voice
					System I/Moral Minds?
				Organizational Forces
				The Boss
					Ethics Teachers?
						Keep On Cheating?
		Part Three—Business Ethics in Practice
			Introduction: Ethics Codes
			Bribery Abroad
				Controversy
					United States Corruption
				Bribery in Practice
			Corporate/White Collar Crime
				Punishment
					Sentencing
						Too Much?
			Whistle-Blowing
				Retribution
		Internet Exercise
		Chapter Questions
		Notes
	3 The Corporation and Public Policy: Expanding Responsibilities
		Introduction
		Part One—Corporate Power and Corporate Critics
			The Corporate State
				America’s Soul?
				Politics
					Reform
					Lobbying
					Buy Votes?
					Curb Lobbying?
				Too Much Business?
					Schools
					Religion
					Culture
					Sports
				Globalization
					Fears
						Rich/Poor
						Outsourcing
						Corporate Duty?
						Bad Days Ahead?
		Part Two—Corporate Social Responsibility (CSR)
			Introduction
				A New Ideology
			What Is Social Responsibility?
				Profit Maximization
					Long-Term Company Interest
						Triple Bottom Line/Sustainability
				Social Responsibility Pyramid
			Corporations Practicing Social Responsibility
				CSR: Smart Business from Philanthropy to Strategy
			But Is Corporate Responsibility Good Business?
		Part Three—Managing Social Responsibility
			Stakeholder Approach
				Building Stakeholder Relationships
					Manage or Collaborate?
						Stakeholder Results
			Shareholder Approach
		Part Four—Social Responsibility Cases: Case One: Workplace Diversity
		Social Responsibility Case Two: Pay Employees More than the Market Requires?
		Internet Exercise
		Chapter Questions
		Notes
UNIT TWO INTRODUCTION TO LAW
	4 The American Legal System
		Introduction
			Justice
				Law and the Market
		Part One—Legal Foundations
			Objectives of the Law
				The Case Law: Locating and Analyzing
				Briefing the Case
			Classifications of Law
				Substantive and Procedural Law
				Law by Judicial Decision and Law by Enactment
					Case Law (Judicial Decisions)
					Statutes (Enactments)
				Law and Equity
				Public Law and Private Law
				Civil Law and Criminal Law
					Crimes
					Elements of a Crime
					Criminal Procedure
		Part Two—The Judicial Process
			State Court Systems
			Federal Court System
				District Courts
				Courts of Appeals
				Supreme Court
			Jurisdiction
				Subject-Matter Jurisdiction
				Personal Jurisdiction
			Venue
			Standing to Sue
			The Civil Trial Process
				Pleadings
				Motions
				Discovery
				Pretrial Conference
				The Judge and Jury
					Misleading the Jury?
				The Trial
					Experts
				Posttrial Motions
				Appeals
		Part Three—Criticism and Alternatives
			Criticism
				Too Many Lawyers and Lawsuits?
					Law as a Global Business
						Japan
						China
				On the Other Hand—Litigation as a Last Resort
					Fewer Trials
				Reform: Judicial Efficiency
					Small Claims Courts
				Alternative Dispute Resolution (ADR)
					What Is ADR?
					Mediation
					Arbitration
					Private Trials
					Minitrials
					ADR Assessed
			Internet Exercise
			Chapter Questions
			Notes
	5 Constitutional Law and the Bill of Rights
		Creating a Constitution—The United States
			Structure and Purpose
				Government Power and Constitutional Restraints
				Separation of Powers
				Federalism
				The Constitution, the Bill of Rights, and Business
			The First Amendment
				1. Freedom of Religion
					Ten Commandments
				2. Freedom of Speech
					On the Job?
						Forms of Expression
					Politically Correct Speech
					Campus Disputes
					Commercial Speech
						Do-Not-Call
						Nike
			The Fourth Amendment
				Business Searches
			The Fifth Amendment
				Takings—Eminent Domain
				Takings—Regulatory
			The Fourteenth Amendment
				Due process
					Substantive Due Process
					Procedural Due Process
				Due Process and Punitive Damages
				Equal Protection
					Gay and Lesbian Marriage?
		Internet Exercise
		Chapter Questions
		Notes
	6 Contracts
		Preface
		Part One—Building a Binding Contract
			Introduction
				The Uniform Commercial Code
			What Is a Contract?
			Classification of Contracts
				Contract Formation
				Contract Performance
				Contract Enforceability
			The Agreement: Offer
				Intent
					Advertisements
					Definiteness
					Communication
						Duration of an Offer
					Irrevocable Offers
			The Agreement: Acceptance
				Communication of Acceptance
					Mailbox
						Authorization
						Modern View
			Consideration
				Adequacy of Consideration
					Appearance of Consideration
					Substitutes for Consideration
			Capacity
				Intoxication
					Mental Incompetence
					Minority
			Genuineness of Assent
				Misrepresentation and Fraud
					Duress
					Undue Influence
					Mistake
			Legality of Purpose
		Part Two—Interpreting and Enforcing Contracts
			In Writing?
				Failure to Comply
					The Parol Evidence Rule
						Exceptions
			Third Parties
				Assignment of Rights
					Delegation of Duties
					Third-Party Beneficiary Contracts
						Creditor Beneficiary
						Donee Beneficiary
						Incidental Beneficiary
			Discharge
				Discharge by Conditions
					Conditions Precedent
						Conditions Subsequent
						Conditions Concurrent
						Express or Implied Conditions
						Implied-in-Law Conditions
					Discharge by Performance or Breach of Contract
						Complete Performance—No Breach of Contract
						Substantial Performance—Nonmaterial Breach of Contract
						Unacceptable Performance—Material Breach of Contract
						Advance Refusal to Perform— Anticipatory Breach of Contract
						An Alleged Breach and Public Policy
					Discharge by Lawful Excuses (for Nonperformance)
						Impossibility
						Commercial Impracticability
					Discharge by Agreement
					Discharge by Operation of Law
			Remedies
				Remedies in Law
					Compensatory Damages
						Sale of Goods
						Consequential Damages
						Incidental Damages
						Nominal Damages
							Punitive Damages
							Rescission and Restitution
							Mitigation
							Liquidated Damages
						Remedies in Equity
							Specific Performance
							Injunction
							Reformation
							Quasi-Contract
			Internet Exercise
			Chapter Questions
	7 Business Torts and Product Liability
		Part One—Torts: An Introduction
			Tort Categories
			Tort Law
				Selected Intentional Torts against Persons
					Battery
					Assault
					False Imprisonment
					Fraud
					Defamation
					Invasion of Privacy
					Intentional Infliction of Emotional Distress
				Selected Intentional Torts against Property
				Selected Intentional Tort Defenses
					Consent
					Mistake
					Necessity
					Self-Defense
		Part Two—Product Liability
			Introduction
				Product Liability and Business Practice
					Justice
			Negligence
				Negligence Test
				Classes of Negligence Claims
					Manufacturing Defects
						Res Ipsa
					Design Defects
					Warnings
				Negligence Defenses: Introduction
				Negligence Defenses: Rules
					Comparative Negligence
					Contributory Negligence
					Assumption of Risk
			Warranties
				Express Warranties
					Puffing
				Implied Warranties
				Disclaimers
				Magnuson–Moss Warranty Act
			Strict Liability
				Strict Liability Overview
				Coverage
				Defenses
		Part Three—Product Liability and Public Policy
			For Tort Reform
				Against Tort Reform
				Big Case: Lead Paint?
			Too Much Law?
		Internet Exercise
		Chapter Questions
		Notes
UNIT THREE TRADE REGULATION AND ANTITRUST
	8 Government Regulation of Business
		Part One—An Introduction
			The Constitutional Foundation of Business Regulation
				Supremacy Clause
				Commerce Clause
				Too Much Federal Power?
			How Much Government?
			Why Regulation?
				Market Failure
					Imperfect Information
					Monopoly
					Externalities
					Public Goods
			Regulatory Life Cycle?
			Philosophy and Politics
		Part Two—State and Local Regulation of Interstate Commerce
			Federalism and Free Trade
				Globalism versus Nationalism
			Summary of State and Local Regulation
				Licensure
					Rules and Community Welfare
		Part Three—Administrative Agencies and the Regulatory Process
			Introduction to Administrative Agencies
			The Federal Agencies
				History
				Creating the Agencies
				Agency Duties
			Operating the Agencies
				Executive Functions
				Legislative Functions
					Rules
						The Rule-Making Process
							Hybrid Rule Making
						Challenging an Agency Rule
				Judicial Functions
					Rule Making or Adjudication?
						Administrative Hearing
						ALJ
			Controlling the Agencies
				Executive Constraints
				Congressional Constraints
				Judicial Review
			The FCC and Indecency Today
		Part Four—The Federal Regulatory Process Evaluated
			Criticisms
				I. Excessive Regulation
				II. Insufficient Regulation
				III. Ineffective Regulation
				Deregulation
					Deregulation Assessed: The Good News
					Deregulation Assessed: The Bad News
					Further Deregulation or Reregulation?
						Around the Globe
					The Winner: Open Markets, But
					A Concluding Case: Get Off That Phone?
			Internet Exercise
			Chapter Questions
			Notes
	9 Business Organizations and Securities Regulation
		Introduction
		Part One—Characteristics of Available Business Forms
			Sole Proprietorships
			Hybrid Business Forms
				Limited Liability Companies (LLCs)
				S Corporations
				Other Hybrid Forms
					Limited Liability Partnerships (LLPs)
						Limited Partnerships
				International Hybrids
			Introduction
			Corporations
				Nontax Costs
				Centralization of Management
					Business Judgment Rule
					Director, Officer, Employee Liability
				Limited Liability
				Free Transferability of Interests
				Duration of Existence
				Taxes
				Capital Structure
				Circumstances Favoring a Specific Business Form
			Partnerships
				Nontax Costs
				Centralization of Management
				Limited Liability
				Free Transferability of Interests
				Duration of Existence
				Taxes
				Capital Structure
			Circumstances Favoring a Specific Business Form
		Part Two—Regulation of the Securities Markets
			Introduction
				Financial Crisis
			Initial Public Offerings
				1933 Act
				Exemptions
			The Secondary Securities Markets
				Brokers and Online Trading
			Violating Federal Securities Laws
				False or Misleading Statements in Required Filings—1933 Act
				False or Misleading Statements in Required Filings—1934 Act
				Fraud
				Insider Trading
					Tippees
				Short-Swing Profits
			Securities Law Enforcement Actions
				Private Enforcement
				Government Enforcement
			Other SEC Regulatory Oversight
				Tender Offers
				Shareholder Resolutions
			State Securities Regulation
			International Securities Regulation
		Part Three: SOX
			Evaluating SOX: The Costs and the Benefits
				Cost of Compliance
				Backdated Options Scandal: An Unexpected SOX Success
		Internet Exercises
		Chapter Questions
		Notes
	10 Antitrust Law—Restraints of Trade
		Part One—The Foundations of Antitrust Law
			Antitrust—Early Goals
				Antitrust Stability?
			Antitrust Enforcement and Statutes
				Sherman Antitrust Act, 1890
				Clayton Act, 1914
				Federal Trade Commission Act (FTC)
			Federal Antitrust Law and Other Regulatory Systems
				State Law
				Patents, Copyrights, and Trademarks
				Law of Other Nations
		Part Two—Horizontal Restraints
			Horizontal Territorial and Customer Restraints
			Horizontal Price Fixing
				Proof
					Parallel Conduct
					Aggressive Enforcement
						Models as Price-Fixing Victims?
			Refusal to Deal/Group Boycotts
		Part Three—Vertical Restraints
			Resale Price Maintenance
				Leegin in Practice
			Vertical Territorial and Customer Restraints
			Tying Arrangements
				Giants Battle
					The Law
			Exclusive Dealing and Requirements Contracts
				Pearl Jam and the Ticket Business
					NBA Basketball
			Price Discrimination
			Predatory Pricing
				Predatory Buying
		Internet Exercise
		Chapter Questions
		Notes
	11 Antitrust Law—Monopolies and Mergers
		Introduction—Microsoft and Monopoly
			Power
		Part One—Monopoly
			Principal Monopoly Legislation: Sherman Act, Section 2
				Oligopoly
			Monopolization Analysis
				1. Product Market
				2. Geographic Market
				3. Market Power
					Market Share
				4. Intent (Predatory or Coercive Conduct)
				5. Defenses
			Attempted Monopolization
				Monopoly Case I
				Monopoly Case II
		Part Two—Mergers
			Why?
				Merger Virtues
					Managers
				Merger Problems
					When Should the Government Intervene?
			Merger Law: Overview
				Premerger Notification
					Remedies
			Horizontal Analysis
				Market Power
					Market
						Market Concentration
						Adverse Effects
						Ease of Entry
						Defenses
			Vertical Analysis
			Horizontal Merger Case
		Part Three—American Antitrust Laws and the International Market
			Sherman Act
				Clayton Act
				Federal Trade Commission Act
				Enforcement
			International Antitrust Enforcement
				Extraterritoriality
					European Union Antitrust Enforcement
					Other Nations
		Internet Exercise
		Chapter Questions
		Notes
UNIT FOUR EMPLOYER–EMPLOYEE RELATIONS
	12 Employment Law I: Employee Rights
		Introduction
			Managing Lawsuits
		Part One—Selection
			Job Classification
				Employee or Independent Contractor?
					Classification Problems
						Hiring and the Law
		Part Two—Liability
			Scope of Employment
			Hiring/Retention/Training/Supervision
				Negligence
		Part Three—Fair Labor Standards Act
			Minimum Wage
				Overtime
					New Rules
		Part Four—Health and Safety at Work
			Jose Alatorre
				15 Die in Refinery Blast
					Deaths, Illnesses, and Injuries
			OSHA
				Standards
				More New Standards?
					Ergonomics
						Violence
				Variances
			OSHA Information Requirements
				Right to Know
				Records
				Enforcement
					Citations
						Firmer Enforcement?
			Workers’ Compensation
				Benefits
				Coverage
				Legal Requirements
				Litigation
		Part Five—Employee Privacy
			Privacy on the Job?
				Privacy off the Job?
					Search and Seizure in the Office
			Drug Testing
				Drug-Free Workplace
			Drug Testing in Law and Practice
			Monitoring
				The Law
		Part Six—Employee Benefits and Income Maintenance
			Family Leave
			Unemployment Compensation
			WARN
			Pensions
				Pension Law
					The Future?
		Part Seven—Termination: Protection from Wrongful Discharge
			Judicial Limitations on At-Will Principles
				Additional Torts
		Part Eight—Immigration
			American Immigration Law
				Crackdown?
		Internet Exercise
		Chapter Questions
		Notes
	13 Employment Law II: Discrimination
		Introduction
			Continuing Discrimination?
		Part One—Employment Discrimination: The Foundation in Law
			History
				Civil Rights Act of 1964
			Other Legislation and Orders
			The Constitution
			Employment Discrimination Enforcement
				EEOC and State Fair Employment Practice Agencies
				Litigation
			Remedies
		Part Two—“Types of Discrimination”
			Disparate Treatment and Disparate Impact
				Disparate Treatment
				Disparate Impact
					The Test
				Statutory Defenses
					Seniority
					Job-Related Employee Testing
					The Four-Fifths Rule and Disparate Impact
				National Origin: Special Issues
					Speak English Only?
			Harassment: The Example of Racial Harassment
		Part Three—Sex Discrimination
			Equality for Women
				Glass Ceiling?
			Analysis of Sex Discrimination: Current Issues
				Sex Discrimination: Disparate Impact
				Bona Fide Occupational Qualification
					Essence
					Hooters
				Parent and Manager?
			Equal Pay
			Sexual Harassment
				What Is It?
			The Law of Sexual Harassment
				The Test
					Same Sex?
				Sexual Harassment in Other Nations
				Retaliation Claims
		Part Four—Affirmative Action
			The Early Law
			Rethinking Affirmative Action
				So Where Are We?
					The Law?
		Part Five—Additional Discrimination Topics
			Religious Discrimination
				The Law
				The Americans with Disabilities Act (ADA)
					Disabilities
						Accommodation
						Defenses
					The ADA in Practice
						Compliance Costs
					What Is a Disability?
					ADA Disabled?
					Genetic Testing
				Age Discrimination
					ADEA Claims
						Defenses
				Sexual Orientation
			Internet Exercise
			Chapter Questions
			Notes
	14 Employment Law III: Labor–Management Relations
		Introduction
			Union Division
				Manufacturing Decline
					Union Hopes?
						Union Membership
		Part One—History
			A Grim Picture
			Organizing Labor
				Skilled Workers
				Laborers
			Unions and the Developing Law
				Labor Protection
				Management Protection
				Corrupt Union Leaders
				Members’ Rights
		Part Two—Labor Legislation Today
			Right to Organize
				Unfair Labor Practices by Management
				Unfair Labor Practices by Unions
					Representation Matters
		National Labor Relations Board (NLRB)
		Part Three—Elections
			Choosing a Bargaining Representative
				Election Petition
				Procedure
				Appropriate Bargaining Unit
					Solicitation
				The Election for Union Representation
				Threats of Reprisal or Force
				Promise of Benefit
				Union Persuasion
				Remedies for Election Misconduct
				Decertification
				Withdrawal of Recognition
				Escape the Union?
				The Union as Exclusive Bargaining Agent
		Part Four—Collective Bargaining
			Bargaining in Good Faith
				Mandatory Bargaining Subjects
					Permissive and Prohibited Bargaining Subjects
			Administering the Agreement
				Arbitration
				Fair Representation
		Part Five—Labor Conflict
			Strikes
			Picketing and Boycotts
				Primary Picketing
					Secondary Picketing/Boycotts
			Lockouts
		Part Six—Employees’ Rights within or against the Union
			The Union’s Duty of Fair Representation
				The Bill of Rights of Labor Organization Members
			Union Security Agreements and Right-to-Work Laws
				Right-to-Work
					Closed Shop
		Part Seven—Other Unions
			Public-Sector Unions
		Internet Exercise
		Chapter Questions
		Notes
UNIT FIVE SELECTED TOPICS IN GOVERNMENT–BUSINESS RELATIONS
	15 Consumer Protection
		Introduction
		Part One—Common Law Consumer Protection
			Fraud and Innocent Misrepresentation
				Unconscionable Contracts
		Part Two—The Consumer and Government Regulation of Business
			State Laws
				Lemon Laws
			Federal Laws and Consumer Protection Agencies
				The Federal Trade Commission (FTC)
					Rule Making
					Adjudication
				Fraud and Deception
					Quality Claims
					Pricing
			The Consumer Product Safety Commission (CPSC)
				Reducing Risk
			The Food and Drug Administration
				Trust the Market or Strengthen the FDA?
				Consumer Privacy
		Part Three—Debtor/Creditor Law
			Credit Regulations
				Truth in Lending Act (TILA)
				Credit and Charge Cards
				Consumer Credit Reports
				Fair Credit Billing Act (FCBA)
			Electronic Fund Transfers
			Equal Credit Opportunity
			Debtor Protection
				Debt Collection Law
		Part Four—Bankruptcy
			Fresh Start?
				The Reform Law
				Bankruptcy Rules
					Liquidation
					Reorganization
					Adjustment of Debts
		Part Five—Consumer Protection Abroad
			Bribery
				Reform?
		Internet Exercise
		Chapter Questions
		Notes
	16 International Ethics and Law
		Introduction
			The International Environment
				Countervailing Forces
					A Contributing Factor
			The Intercultural Environment: Ethics across International Borders
				Social Responsibility to Host Country
					Substandard Working Conditions
				Social Responsibility to Home Country?
					The Foreign Corrupt Practices Act (FCPA)
				Social Responsibility to Humanity?
			Laws Governing Cross-Border Business
				Forms of Global Business Expansion
					Multinational Enterprise (MNE)
						Direct Contract
						Foreign Representation
						Joint Venture
						Branch Office or Subsidiary
						Licensing
						Franchising
			Foundations of International Law
				The Development of Customs
				Comity
			Regulation of International Trade
				U.N. Convention on Contracts for the International Sale of Goods (CISG)
				International Trade in Services
				Employment-Related Regulations
				Intellectual Property Regulations
					Trademarks
					Paris Convention
					Patents
					Copyrights
				Regulation of Multinational Enterprises (MNEs)
				Imports
				Exports
			International Dispute Resolution
				Arbitration
			Government Defenses
				Act of State Doctrine
				Doctrine of Sovereign Immunity
			Enforcement of Decisions
		Internet Exercise
		Chapter Questions
		Notes
	17 Environmental Protection
		Introduction
			The Global Picture
		Part One—A Return to Fundamentals: The Market, Government Regulation, and Self-Regulation
			Market Failure?
				Market Incentives
					Pollution Credits
					Taxes
						Global Examples
			Ethical Business Decision Making
		Part Two—Laws and Regulations
			The Federal Role
				National Environmental Policy Act (NEPA)
				Environmental Protection Agency (EPA)
			Regulation of Air Pollution
				Clean Air Act of 1990 (CAA)
					Motor Vehicle Emission Standards
					Major Modification versus Routine Maintenance and Repair
			Regulation of Water Pollution
				Federal Policy
					Navigable Waters Revisited
			Regulation of Land Pollution
				Garbage
					Recycling
				Solid Waste Disposal Act
				Toxic Substances Control Act (TSCA)
				Resource Conservation and Recovery Act (RCRA)
					Disposal Sites
				Superfund—Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA)
				Small Business Liability Relief and Brownfields Revitalization Act
		Part Three—Penalties and Enforcement under Federal Law
			Civil/Criminal Actions
				Additional Enforcement Mechanisms
				Endangered Species Act
					Salmon or Jobs?
			State and Local Regulation
		Part Four—Common Law Remedies
			Nuisance
				Trespass
					Negligence
						Strict Liability
		Part Five—Global Warming
			Going Green
		Internet Exercise
		Chapter Questions
		Notes
	18 Internet Law and Ethics
		Introduction: The Internet and Globalization
			Introduction: Law and the Market
				Critical Thinking
			Introduction: Ethics
				Selected Ethical Dilemmas
					The Digital Divide
					Community
					Net Neutrality
					Marketing and the Internet
		Part One—Jurisdiction to Adjudicate
			Jurisdiction in International Suits
		Part Two—Constitutional Law: Speech and Privacy
			Speech
				Commercial Speech
			Privacy
				Freedom of Speech and the Right to Anonymity
		Part Three—Crime
			Computer Security
				Fraud
					Cyberstalking
					International Crimes
		Part Four—Commercial Law
			Contracts and Uniform Laws
				E-Signature
					UCITA
					Click-Wrap Agreements
			Intellectual Property
				Patents
					Copyrights
					Trademarks and Domain Names
				Taxes
					Reprise: Who Governs Cyberspace?
			Internet Exercise
			Chapter Questions
			Notes
Appendix A The Constitution of the United States of America
Appendix B Uniform Commercial Code 2000 Official Text, Article 2
Glossary of Legal Terms
Case Index
Subject Index