Transcription
The Legal Environmentand Foundations ofBusiness Lawv. 1.0
This is the book The Legal Environment and Foundations of Business Law (v. 1.0).This book is licensed under a Creative Commons by-nc-sa 3.0 ) license. See the license for more details, but that basically means you can share this book as long as youcredit the author (but see below), don't make money from it, and do make it available to everyone else under thesame terms.This book was accessible as of December 29, 2012, and it was downloaded then by Andy Schmitz(http://lardbucket.org) in an effort to preserve the availability of this book.Normally, the author and publisher would be credited here. However, the publisher has asked for the customaryCreative Commons attribution to the original publisher, authors, title, and book URI to be removed. Additionally,per the publisher's request, their name has been removed in some passages. More information is available on thisproject's attribution page utm source header).For more information on the source of this book, or why it is available for free, please see the project's home page(http://2012books.lardbucket.org/). You can browse or download additional books there.ii
Table of ContentsAbout the Authors. 1Acknowledgments. 5Preface. 6Chapter 1: Introduction to Law and Legal Systems . 8What Is Law?. 9Schools of Legal Thought . 11Basic Concepts and Categories of US Positive Law . 17Sources of Law and Their Priority. 23Legal and Political Systems of the World . 32A Sample Case. 34Summary and Exercises . 40Chapter 2: Corporate Social Responsibility and Business Ethics . 44What Is Ethics? . 46Major Ethical Perspectives. 52An Ethical Decision Model. 63Corporations and Corporate Governance. 66Summary and Exercises . 79Chapter 3: Courts and the Legal Process . 84The Relationship between State and Federal Court Systems in the United States .86The Problem of Jurisdiction . 93Motions and Discovery . 112The Pretrial and Trial Phase . 115Judgment, Appeal, and Execution . 121When Can Someone Bring a Lawsuit?. 125Relations with Lawyers. 128Alternative Means of Resolving Disputes . 131Cases . 134iii
Chapter 4: Constitutional Law and US Commerce . 142Basic Aspects of the US Constitution . 143The Commerce Clause . 148Dormant Commerce Clause. 155Preemption: The Supremacy Clause . 160Business and the Bill of Rights. 164Cases . 174Summary and Exercises . 196Chapter 5: Administrative Law . 201Administrative Agencies: Their Structure and Powers . 202Controlling Administrative Agencies. 210The Administrative Procedure Act . 213Administrative Burdens on Business Operations . 216The Scope of Judicial Review . 220Cases . 225Summary and Exercises . 232Chapter 6: Criminal Law . 237The Nature of Criminal Law . 238Types of Crimes . 241The Nature of a Criminal Act . 251Responsibility . 255Procedure. 258Constitutional Rights of the Accused. 261Cases . 265Summary and Exercises . 272Chapter 7: Introduction to Tort Law. 277Purpose of Tort Laws . 278Intentional Torts . 284Negligence . 293Strict Liability. 301Cases . 305Summary and Exercises . 317Chapter 8: Introduction to Contract Law. 321General Perspectives on Contracts . 322Sources of Contract Law . 326Basic Taxonomy of Contracts . 331Cases . 337Summary and Exercises . 346iv
Chapter 9: The Agreement . 352The Agreement in General . 353The Offer . 356The Acceptance . 367Cases . 373Summary and Exercises . 381Chapter 10: Real Assent . 387Duress and Undue Influence . 388Misrepresentation. 392Mistake. 401Capacity. 404Cases . 410Summary and Exercises . 421Chapter 11: Consideration . 427General Perspectives on Consideration . 428Legal Sufficiency . 431Promises Enforceable without Consideration. 440Cases . 446Summary and Exercises . 454Chapter 12: Legality. 460General Perspectives on Illegality. 461Agreements in Violation of Statute . 464Bargains Made Illegal by Common Law . 469Effect of Illegality and Exceptions. 475Cases . 478Summary and Exercises . 487Chapter 13: Form and Meaning . 493The Statute of Frauds . 494The Parol Evidence Rule. 506Interpretation of Agreements: Practicalities versus Legalities . 511Cases . 515Summary and Exercises . 523v
Chapter 14: Third-Party Rights . 528Assignment of Contract Rights . 529Delegation of Duties. 537Third-Party Beneficiaries. 541Cases . 545Summary and Exercises . 554Chapter 15: Discharge of Obligations . 560Discharge of Contract Duties . 561Cases . 578Summary and Exercises . 587Chapter 16: Remedies. 593Theory of Contract Remedies . 594Promisee’s Interests Protected by Contract. 596Legal Remedies: Damages. 598Equitable Remedies. 603Limitations on Contract Remedies . 608Cases . 617Summary and Exercises . 629Chapter 17: Products Liability . 635Introduction: Why Products-Liability Law Is Important . 636Warranties . 641Negligence . 654Strict Liability in Tort. 658Tort Reform . 667Cases . 671Summary and Exercises . 682Chapter 18: Relationships between Principal and Agent . 690Introduction to Agency and the Types of Agents . 691Duties between Agent and Principal. 702Cases . 715Summary and Exercises . 730Chapter 19: Liability of Principal and Agent; Termination of Agency . 735Principal’s Contract Liability . 736Principal’s Tort and Criminal Liability . 742Agent’s Personal Liability for Torts and Contracts; Termination of Agency. 750Cases . 756Summary and Exercises . 768vi
Chapter 20: Partnerships: General Characteristics and Formation. 773Introduction to Partnerships and Entity Theory . 774Partnership Formation. 780Cases . 789Summary and Exercises . 802Chapter 21: Partnership Operation and Termination . 807Operation: Relations among Partners. 808Operation: The Partnership and Third Parties . 819Dissolution and Winding Up . 825Cases . 837Summary and Exercises . 853Chapter 22: Hybrid Business Forms . 860Limited Partnerships . 862Limited Liability Companies . 870Other Forms. 877Cases . 882Summary and Exercises . 891Chapter 23: Corporation: General Characteristics and Formation . 897Historical Background . 898Partnerships versus Corporations. 902The Corporate Veil: The Corporation as a Legal Entity . 905Classifications of Corporations . 910Corporate Organization. 913Effect of Organization. 920Cases . 922Summary and Exercises . 934Chapter 24: Legal Aspects of Corporate Finance. 941General Sources of Corporate Funds. 942Bonds . 945Types of Stock. 948Initial Public Offerings and Consideration for Stock . 954Dividends . 958The Winds of Change . 963Cases . 966Summary and Exercises . 973vii
Chapter 25: Corporate Powers and Management . 978Powers of a Corporation. 979Rights of Shareholders . 984Duties and Powers of Directors and Officers. 991Liability of Directors and Officers . 995Cases . 1007Summary and Exercises . 1016Chapter 26: Securities Regulation . 1022The Nature of Securities Regulation . 1023Liability under Securities Law . 1032Cases . 1039Summary and Exercises . 1047Chapter 27: Corporate Expansion, State and Federal Regulation of ForeignCorporations, and Corporate Dissolution. 1051Corporate Expansion . 1052Foreign Corporations. 1060Dissolution . 1064Cases . 1067Summary and Exercises . 1073Chapter 28: Antitrust Law . 1078History and Basic Framework of Antitrust Laws in the United States . 1079Horizontal Restraints of Trade . 1091Vertical Restraints of Trade. 1098Price Discrimination: The Robinson-Patman Act . 1106Exemptions . 1116Sherman Act, Section 2: Concentrations of Market Power . 1119Acquisitions and Mergers under Section 7 of the Clayton Act. 1127Cases . 1137Summary and Exercises . 1156Chapter 29
Business, including the Hoeber Award for best article in the. American Business Law Journal, the Maurer Award for best article on business ethics (twice), and the Ralph Bunche Award for best article on international business law (three times). His work has been published in many journals and law reviews but most often in. American Business Law .
