BL 557: Legal and Ethical Environment of Business

Winter A – 2020
Tu/Th from 1-2:30 p.m. in R0210

Instructor: Lori L. Rogala

Phone: 734.764.9674
Office: R3448
Email: lrogala@umich.edu
Office hours: W 2:45-3:45, Th 11:15-12:15, and by appointment

COURSE OBJECTIVES
The Ross School online course catalog describes the class this way:

This course focuses on the role of law in positive leadership and organizational success. The course
has two main goals: (1) to develop legally and ethically savvy leaders who are able to achieve career
success by understanding the legal aspects of their business responsibilities and (2) to show how
organizations can achieve competitive advantage by reducing legal risk and using the law to create
economic value, while also encouraging responsible conduct. More specifically, the course offers an
examination of legal and ethical issues that every businessperson should understand to make sound
business decisions in a global environment. It provides an overview of the legal system, the nature
and uses of law, ethical decision-making frameworks, contract law, torts and the law of product liability,
criminal law, the regulatory environment, intellectual property, and employment law.

This course will introduce you to the fundamental principles of how legal rules, ethics, and public policy interact to
regulate business activities and relationships, including agency and government oversight of corporations. During
the semester we will be learning many of the business-relevant rules of the American legal system and we will also
focus on the reasoning, policy, and ethical standards inherent in those rules. This class will help to strengthen your
ability to reason through complex legal material and articulate difficult concepts to your peers.

COURSE MATERIALS
Required Text: To keep costs lower, we are using a custom loose leaf version of Constance Bagley’s Managers and
the Legal Environment, Strategies for the 21st Century (9th edition). The title of the custom version is BL 577: Legal
and Ethical Environment of Business, ISBN: 9781337930048. The custom text is available via local bookstores.
Used copies should also be available since BL 557 used this text during Winter 2018 and 2019.

If you prefer to buy the full hardcover book, you can buy: Constance Bagley, Managers and the Legal Environment:
Strategies for the 21st Century (9th edition). If you buy an earlier edition, you will not have the assigned cases and
may be studying old law. You are expected to have the text with you during class sessions.

Canvas: Some reading and class preparation assignments are posted in the modules for that particular class
session in the BL 557 Canvas site. This is where you will find the PowerPoint slides, which I encourage you to
review before your do the assigned reading, and the Mini Cases. Announcements and other important items will
also be posted in Canvas.

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EVALUATION AND COURSE GRADE

The breakdown of your grade allocation is:

Final Exam – Thursday, February 27, 12:30-2:30 pm 50% (150 points)
Team Problem Set – due Thursday, January 30, by 8:00 p.m. 20% (60 points)
Class Participation 25% (75 points)
Pre-Class Quiz Questions – due every Monday by 11:59 p.m. 5% (15 points)
100% (300 points)

Final Exam (50%): Examinations will be closed note and closed book except you may use one 8.5x11 inch
sheet of paper with content on both sides during the exam. The exam is designed to evaluate your
understanding of the material and your ability to engage in a level of sophisticated analysis demonstrating that you
can apply what you have learned to relevant situations. The exam will emphasize extensive and detailed multiple
choice questions, plus some short answer style questions.

The final exam is scheduled for Thursday, February 27, from 12:30-2:30 pm. If you have an exceptional
reason to take the exam at a different time (e.g. conflicting exam from another course), you must make
arrangements with me by Friday, February 7. If you have a university recognized disability and require an
accommodation to take the exam, you must make arrangements with the Ross Accommodations Coordinator by
Friday, February 7. More information about the process with the Ross Accommodations Coordinator is detailed
on page 4 of this syllabus.

Team Problem Set (20%): This team assignment is designed to give you practice in answering the types of
questions you will see on the final exam. The assignment will be graded and returned to you so that you may use
it to help you prepare for the final exam. The team problem set will be available via Canvas on Thursday,
January 23, at 6:00 p.m. and is due on Thursday, January 30, by 8:00 p.m. Late assignments will be accepted
via Canvas until 11:59 p.m. on January 30 but will receive an automatic 20 point deduction. Assignments
submitted after 11:59 p.m. on January 30 will receive an automatic 0. A peer review of contribution will be
conducted after the assignment has been submitted.

Class Participation (25%): Participation is based on the following components:

1. Attendance Arriving late for class or departing early may count as an absence at my discretion. A
seating chart and sign-in sheet will be used to track attendance. It is your responsibility to make sure
that you’ve signed in on the days that you attend. To be fair to all students, I cannot accept attendance
signatures via email (i.e. I cannot accept, in lieu of your signature, an email from you after class
explaining that you missed the attendance sheet). It is a violation of the Ross Community Values to sign
the sign-in sheet for someone else, ask someone to sign it for you, or to sign it when you know you
haven’t attended or will not attend the full class session.

There are no “excused” absences except in very unusual circumstances, such as a lengthy serious
illness. Two absences over the course of the term will not affect your participation grade by itself and
should be enough to cover the random illness, conflict with a job interview, etc. As a general guideline, if
you miss more than 2 class sessions, you cannot earn more than half of the participation points. If you
miss more than 3 class sessions, your participation score is likely to be 0.

2. Regular Quality Verbal Participation Quality participation from all students is essential to a
successful learning experience in this course and students are encouraged to ask questions and
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 participate in every discussion. This means more than attending class sessions and speaking in class.
Instead, it assesses your contribution to the learning experience of your peers. In general, answering
questions on the material assigned for the day, particularly the legal decisions and Mini Cases, results
in more participation credit than asking them. In short, you will be judged by the quality of your
participation and not by the quantity of participation. Asking questions that would be redundant for
someone properly prepared for class or that we covered in a prior class session that you missed is
likely to reduce your participation score.

Class discussions provide the opportunity to practice speaking and persuasive skills, as well as the
ability to listen. Effective class comments may address questions raised by others, integrate material
from this and other courses, draw on real-world experiences and observations, or pose new questions
to the class. High-quality participation involves knowing when to speak and when to listen or allow
others to speak.

3. Expert for a Day To facilitate discussions, students will be required to be a “class expert” for one
class session. On that day, those students will act as class experts on the assigned readings. They
are expected to attend the class session and participate at a high level based on the assigned reading.
The details of this assignment will be discussed and a sign-up sheet provided, starting with the first
row of seats, on the first day of class.

Pre-Class Quiz Questions (5%): Nearly every week you will have one Pre-Class Quiz Question to answer in
preparation for Tuesday’s class. Each Question will be a multiple choice question worth 3 points that is based on
the assigned reading for the next class session. The question will be available in Canvas at noon on Sunday of the
week it is due. Your answer must be submitted via Canvas no later than 11:59 p.m. on the Monday evening
before the relevant class session. Late submissions will not be accepted, regardless of computer system
outages, last-minute emergencies, etc. So, submitting early is a good idea. To be fair to all students, you cannot
communicate about this question with anyone else (e.g., students, tutors, lawyers, etc.) prior to the time it is due,
even if you have already submitted your response.

INSTRUCTOR EXPECTATIONS

Readings Students are expected to complete all of the assigned readings before each session. With advance
warning additional reading materials may be posted to the Canvas site or distributed in class throughout the
semester. Having read and contemplated the material is essential to student learning and productive class
discussions. Accordingly, I will conduct class discussion with the understanding that all students have read the
material and are prepared to discuss it, in detail, each day.

Electronic Device Policy: You are not allowed to use a laptop computer, tablet, or other electronic devices
during class. If you carry a mobile phone, please turn it off before class begins.

Academic Honor Code Compliance: Personal integrity and professionalism are fundamental values of the
Ross School community. You have a duty to be familiar with the Ross Community Values Code and related
procedures, which can be found at the following website:
http://www.bus.umich.edu/Academics/Resources/communityvalues.htm and will not be repeated here. The site
also contains comprehensive information on how to be sure that you have not plagiarized the work of others.
Claimed ignorance of the Code and related information appearing on the site will be viewed as irrelevant
should a violation take place. Non-Ross School students are subject to the Code while in this course and
should familiarize themselves with its contents.

Simply put: any violation of the Ross School Honor Code such as plagiarism, otherwise passing off anyone

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else’s work as your own, unauthorized collaboration, use of materials generated for use during past offerings
of this course or any Business Law course, or any form of cheating will be referred to the Community Values
Committee. Possible penalties include course failure with a permanent notation of an honor policy violation
on your transcript and even expulsion.

Use of Course Materials: All materials generated for class, including slides, handouts, review packets, team
problem sets, mini cases, and exams (and answers to these materials), any written review materials, or any
other materials prepared by you or the professor for this course are intended for use by current students in this
class. You are not permitted to use materials related to the class that were generated by professors or students
in previous versions of this course or in other BL classes. A violation of this policy may be a violation of the
Ross Community Values Code and may result in a student being referred to the Community Values Committee
for disciplinary action. It is also a violation of this policy to participate in the collection, distribution, online
posting, or otherwise sharing of class materials that are intended for use by current students in BL 557 or any
other BL class.

SERVICES FOR STUDENTS WITH DISABILITIES

The University of Michigan is committed to providing equal opportunity for participation in all programs, services
and activities. Students wishing to receive testing accommodations must register with the University of
Michigan Services for Students with Disabilities (SSD) office as soon as possible. Students must then submit their
Verified Individualized Services and Accommodations (VISA) form online as early as possible, but no later than
two weeks prior to the first test or quiz for which accommodations are requested. Accommodations
arrangements are not guaranteed for students who submit their VISA form with less than two weeks’ notice.

Requests must be sent using the Ross Accommodations Request Form and must include a scanned or
photographed copy of the VISA form. This form only needs to be submitted once during your academic career
with Ross unless your accommodations eligibility expires.

In rare cases, the need for an accommodation arises after the two-week deadline has passed (example: a broken
wrist). In these cases, students should still contact SSD and the Ross Accommodations Coordinator. However,
due to logistical constraints we cannot guarantee that an accommodation can be made after the two-week
deadline has passed.

Questions can be directed to the Ross Accommodations Coordinator

at RossAccommodationsCoordinator@umich.edu.

MENTAL HEALTH AND WELL-BEING

As a student you may experience a range of issues that can cause barriers to learning, such as strained
relationships, increased anxiety, alcohol/drug problems, feeling down, difficulty concentration and/or lack of
motivation. These mental health concerns or stressful events may lead to diminished academic performance or
reduce a student’s ability to participate in daily activities. University of Michigan is committed to advancing the
mental health and wellbeing of its students. If you or someone you know if feeling overwhelmed, depressed,
and/or in need of support, services are available. You can learn more about the broad range of confidential mental
health services available at http://umich.edu/~mhealth/.

The Ross School of Business has a CAPS Embedded Counselor available to its students. Embedded Counselors
are located in school/college buildings and services are tailored to the school’s climate. For more information,
please visit caps.umich.edu/caps-embedded-model. To schedule an appointment, please email Julie Kaplan,
LMSW, at jrkaplan@umich.edu.

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CLASS SCHEDULE, DUE DATES, AND READING ASSIGNMENTS

1. You are expected to do all readings before class and be prepared to discuss and apply those
materials. There are cases in the book that we will skip, and we often only cover parts of a chapter,
so please pay careful attention to the specific reading assignments below.

2. This schedule is subject to adjustment as needed.

3. The terminology associated with any law class is new to most students and can often be confusing.
When you encounter terms or concepts that you do not understand you should look them up in
Appendix C of the text or through a basic online legal dictionary such as http://dictionary.law.com/
or http://dictionary.lp.findlaw.com/. If you desire more detail, the authoritative resource for legal
definitions remains a hard copy of Black’s Law Dictionary, available widely in bookstores and
libraries.
# Date Topic Reading Assignment (read before class)

1 Tu. Course Introduction & Canvas:

Overview  Syllabus: read the syllabus and record important dates in your
Jan. 14
calendar.
Focus: Foreign Corrupt
Practices Act  Read FCPA Overview
 Prepare Mini Case for Class 1

Bagley:
2 Th. Business Litigation
pp. 43-53 (skip Reversing US Supreme Court Precedent and stop
Jan. 16 before 3-9),
pp. 55-58 (start at 3-11 and stop before 3-12),
pp. 58-61 (skim 3-12 and stop before 3-13),
pp. 71-73 (start at 3-18 and stop before 3-19).
Canvas:
 Mini Case for Class 2
 How to Brief a Case: read this document and use it to brief Wal-
Mart Stores, Inc. v Dukes. Briefs will not be collected.

Bagley:
3 Tu. Agency
pp. 122-129 (skip Jane Doe 1 v Uber Technologies, Inc. and
Jan. 21 Northeast General Corp. v Wellington Advertising, Inc. and stop
before Authority of Electronic Agents),
pp. 130-133 (start at 5-4b, skip 5-5b, and stop before 5-6).
Canvas: Mini Case for Class 3
Pre-Class Quiz: answer due by 11:59 p.m. on Mon. 1/20

Bagley:
Th. Types of Entities I:
pp. 592-97 (skip 19-4, 19-7, 19-8c, and 19-8d and stop before 19-
4 Focus on General 9a),
Jan. 23
Partnerships, LLCs pp. 602-608 (skip 19-13d and stop before 19-15).
LPs, Benefit
Canvas: Mini Case for Class 4
Corporations, and
Non-Profits Team Problem Set available via Canvas at 6:00 p.m.

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 Bagley: pp. 608-617 (start at 19-15, skip 19-15d, and stop before
5 Tu. Types of Entities II:
Burwell v. Hobby Lobby).
Jan. 28 Focus on
Corporations Canvas: Mini Case for Class 5
Pre-Class Quiz: answer due by 11:59 p.m. on Mon. 1/27

Bagley:
6 Th. Torts and Products
Liability pp. 220-221 (stop before 9-2a),
Jan. 30 pp. 222-223 (begin at 9-2e and stop before 9-3),
pp. 226 (start at 9-4b and stop before 9-4d),
pp. 228-234 (start at 9-5, skip Kubert v. Best and stop before
Economic Loss Rule),
pp. 239-241 (start at 9-11, skip Political Perspective and stop
before 9-14).

Canvas: Mini Case for class 6.

Team Problem Set due via Canvas by 8:00 p.m.

Bagley:
7 Tu. Employment Law: Basics
pp. 328-331 (stop before 12-3c),
Feb. 4 pp. 336 (start at 12-8 and stop before 12-8a),
pp. 338-340 (start at 12-8d and stop before 12-9),
pp. 353-357 (start at 12-14, skip 12-14b, The Trustees of Columbia
University, and 12-14c, and stop before No Union Domination or
Assistance).
Canvas: Mini Case for Class 7
Pre-Class Quiz: answer due by 11:59 p.m. on Mon. 2/3

Bagley: pp. 369-387 (skip EEOC v R.G. & G.R. Harris Funeral
8 Th. Employment Law:
Homes, Inc. and EEOC v Abercrombie & Fitch, and stop before 13-
Feb. 6 Nondiscrimination 10).
Canvas: Mini Case for Class 8

Contracts: Bagley:
9 Tu.
Common Law pp. 162-168 (skip Requirements and Output Contracts and
Feb. 11 Conditional Promises, stop before 7-7),
pp. 174-178 (start at 7-9, skip 7-9c and 7-9d, stop before 7-12), and
pp. 182-184 (start at 7-17, skim 7-17a, and stop before 7-18).
Canvas: Mini Case for Class 9
Pre-Class Quiz: answer due by 11:59 p.m. on Mon. 2/10

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 Contracts: Bagley:
10 Th.
Uniform Commercial pp. 195-201 (omit 8-2 and Option Wireless Ltd. and stop before
Feb. 13 Code Acceptance in the Context of Software Licenses);
p. 202 (start at 8-3c and stop before 8-5);
pp. 203-207 (start at 8-6, skip MacNeil Automotive Products Ltd. and
stop before 8-8);
pp. 208-211 (start at 8-11, skip 8-13, and stop before Global View).
Canvas: Mini Case for Class 10

Bagley: Please read the text in this order, which is how we will
11 Tu. Intellectual Property
cover the material in class:
Feb. 18 1. Introduction: p. 288 (stop before 11-1),
2. Trade Secrets: pp. 312-317 (start at 11-9 and stop before
Global View), and
3. Patents, pp. 288-296 (skip 11-1c, Contributory Patent
Infringement, and Inducement to Infringe, and stop before
11-4).
4. Copyrights: pp. 296-304 (start at 11-4, skip DC Comics,
Contributory Copyright Infringement, Vicarious Copyright
Infringement, and Active Inducement to Infringe, skip
Authors Guild v Google, and stop before 11-5).
5. Trademarks: pp. 305-311 (start at 11-6, skip 11-6c, and
stop before 11-7).

Canvas: Mini Case for Class 11

Pre-Class Quiz: answer due by 11:59 p.m. on Mon. 2/17

Canvas: Final Exam Review packet.

12 Th. Catch-Up
Feb. 20 &
In-Class Review for
Final Exam

Final Exam: Thursday, February 27, 12:30-2:30 pm

Room Assignments to be Announced