Advanced Business Law
BA 311—Spring 2007
Prerequisite: BA 301

Instructor: David Scalise, JD

Office: Malloy 240, 422-6823
Professor of Law in Business

Office Hours: 12-1, M,W
and by appointment

Member, State Bar of California
E-mail Scalised@usfca.edu, Fax # 422-2502
web site: http://www.usfca.edu/fac-staff/scalised  

Teaching Assistant—Tiffany Vail 422-6823
Office Hours 1-2, M,W Malloy 240
and by appointment

Text: Business Law, The Legal, Ethical and International Environment, 6th edition (Cheeseman)

Course Objectives:

Text Reading Assignments
Readings are to allow students a basic understanding of the subject matter and as preparation for class discussions. Focus upon in-text terms and cases and learn to develop an analytical approach to the subject matter. Assignments are due as indicated by the date on the syllabus.
Business Law Cases/Class Participation
Business Law Cases (at chapter end, hereafter referred to as B-Law Cases) are assigned throughout the semester—consult the syllabus. Students should draft answers to the case questions and respond when called upon. Also be prepared to discuss in-text cases.
Issues in Ethics involve the case summaries immediately following the B-Law Cases. The best response for both the B-Law Cases and Issues in Ethics should follow this syllogistic formula where possible:
Applicable Law
Facts of the Case
Conclusion
Points are assessed for class participation, preparedness, clarity of response, argumentation and organization of thought.
The Socratic method utilized in this class is supposedly predicated upon a lively exchange between an (hopefully) experienced instructor and a (hopefully) prepared student.
Appropriate comments and questions related to lectures are encouraged during class. Students are also encouraged to examine outside readings, cases and anecdotes related to the subject matter of the course.
Note Taking/Study Groups
Students are urged to take detailed notes from class discusions. It is suggested that students draft an outline of the subject matter from the text and incorporate lecture notes therein. This methodology has proved to be the most successful approach for studying the law.
Create study groups of 3-4 students. The study groups should meet before each exam. Each student will be responsible for a section of the Exam Review. Each student should present cases, provide definitions for terms, review past exams for other group members. Exams are open book, open notes.
Course Calendar
The course calendar reflect approximate dates for subject matter coverage. Please allow for some flexibility.
Examinations
Exams are both objective and short answer. Objective question-types will include multiple choice, and “fact situation—evaluations.” Examples of the fact situation question-type will be provided.
Bring a #2 pencil to each exam. Exam booklets and scantron forms will be provided. Exams are all open book, open notes. There are no makeups for missed exams. The final exam date and time: TBA.
Miscellaneous:
r Check your usfca.edu address early and often for information from your instructor. This is the only way we can communicate effectively.
r Handouts, past assignments, and other important documents that you may have missed in class can be found in the plastic file on the bulletin board outside Malloy 240.
r Grades are posted weekly on my bulletin board.
r I’m available by email scalised@usfca.edu for any issue related to grades, missed classes, and other academic issues. Don’t hesitate to contact me 

Mergers and Acquisitions Research Paper
The topic/project must be related to Mergers and Acquisitions (M & A). Your outline should include historical summaries of the companies involved, reasons for the M or A, key players, impact on the industry, legal issues (Trust Department, state agencies, et al), plus your personal conclusion. The best way to pick a transaction is to peruse business periodicals. Pick your topic and begin your research early. (Of course, you are not bound to the topics listed below.) Deadlines are firm:
Paper Topic Feb. 7th (email OK)
Paper Outline Mar. 22nd(email OK)
Research Paper Due/Presentation Apr. 25th
The first student to have their topic approved has an exclusivity. Your instructor has many, many topic ideas in addition to the ones below. The topic must be related to Mergers and Acquisitions. Your outline should include historical summaries of the companies involved, reasons for the M or A, key players, impact on the industry, legal issues (Trust Department, et al), and personal conclusion. The best way to pick a transaction is to peruse business periodicals. Pick your topic and begin your research early. All topics must post date October 1, 2006.
Topics could include: (preliminary dealings, fallouts, successful mergers)
r AT&T Set to Take on Cable (12/31/06)
r Banking on Market Complexities (12/5/06
r Biomet Agrees to Be Acquired (12/20/06)
r Citigroup's Risky Win in China (11/28/06)
r Deutsche Börse Is Exiting (11/28/06)
r Freeport Sets Big Bet On Metals (11/28/06)
r Harrah's Accepts Buyout Offer (12/22/06)
r Iberdrola to Buy Scottish Power (11/28/06)
r Lone Star Scraps Korea Bank Offer (11/28/06)
r LSE Rebuffs Offer By Nasdaq (11/28/06)
r Silver Lake, Texas Pacific merger? (12/13/06)
r Top Task at Reader's Digest (11/28/06)
r UAL, Continental Discuss Merger (12/13/06)
r US Airways Proposes To Merge (11/28/06)
r News Corp. is nearing an agreement with Liberty Media Corp. (12/1/06)
r Ericsson will acquire Redback Networks (1/5/06)
Particulars:
Minimum eight-ten pages, double space, organized, creative, well written, researched, and could include graphs or charts. Include bibliography and endnotes. The instructor suggests using the following search engines and data bases for topic suggestions and research information.
Research
1. findarticles.com 2. findlaw.com 3. legaltrak 4. infotrak 5. Google 5. Companies Websites
For financial information: 1. cnet.com 2. pioneer.com 3. zdnet.com
Consult your instructor for additional topics, information, and guidance.
Entrepreneurial Project
Have you ever envisioned a new product, novel service, or a successful startup? Most business students have but they might not understand the crucial elements of launching a new venture. These initial steps can be intimidating and costly (especially if attorneys, CPAs, and financial advisors are involved).
Learn how to start your own business from selecting a name to filing the legal documents. Students can chose from five different business entities:
1. Sole Proprietorship—single student project to involve, filing a fictitious name statement, filing for a trademark (business name) in california, filing a copyright or patent with uspto.gov (where necessary), finding a place of business and negotiating a commercial lease, creating a one-page business/marketing plan that reflects product or service, establish relationship with california agencies (State Board of Equalization, soliciting financing together with the promissory notes necessary, contemplating employees and drafting employee employment contracts (to include covenants not to complete and benefits package including medical/dental/child care, performance evaluations with raises, promotions, bonuses and pension plans. (See Small Operator, Nolo Press.)
2. General Partnership—two students to involve negotiating the partners duties, initial financial contributions, percent of profits/losses, creating the partnership agreement to include: cross insurance policies, adding partners, termination/dissolution/liquidation arrangements, partnership property, sellout to other partner, and expansion. creating a one-page business/marketing plan that reflects product or service, file fro a trademark -uspto.gov (See Limited Partnerships, Nolo Press.)
3. Limited Partnership-two students, determine company name indicate limited partner (third person) indicate limited partners duties, percent of profits, type and value of contribution, creating a one-page business/marketing plan that reflects product or service, adding and removing partners, duties of partners,
4. Limited Liability Company- two students, determine type of management, capital contributions, percent of profits and losses,
5. Close Corporation-two students, determine company name, role of promoters, which state to incorporate, file articles of incorporation, register with State board of Equalization, obtain resale certificate (where necessary), adoption or novation of promoters contracts by corporation, draft bylaws to include minutes, meetings, etc., file with CA Secretary of State, state SEC, and Corporation Commission. Reflect dissolution, termination, and liquidation issues. Indicate plan for possible IPO.
Deadlines:
Entrepreneurial Project Feb. 7th (email OK)
Project Outline Mar. 22nd(email OK)
Project Paper Due/Presentation Apr. 30th
Project Due/Presentation