The Legal and Ethical Environment of Business (Business Law) (Aspen College)

Focusing on ethics in every aspect of the business environment, __The Legal and Ethical Environment of Business, Second Edition__ by Gerald R. Ferrera, Mystica M. Alexander, William P. Wiggins, Cheryl Kirschner and Jonathan Darrow, prepares students to work within current industry norms, practices, and legislation. Ethics coverage is integrated throughout the book and featured in nearly every chapter. Ethical theory is interwoven with practical applications using several novel pedagogical tools developed to promote focused, thoughtful inquiry and to highlight the interplay of ethics and law. The book also meets the needs of students who will be facing an increasingly international business environment. Integrated coverage of international issues goes beyond comparative law topics and includes substantial coverage of central topics in international business law, such as, bribery and the Foreign Corrupt Practices Act, key provisions of the Convention on Contracts for the International Sales of Goods, and a comparison of the Uniform Commercial Code and the UN Convention on Contracts for the International Sale of Goods. **Key Features:** * Excellent, pragmatic discussion of business organization implications and legal aspects of expanding a U.S. business internationally * Crisp, thorough coverage of the Foreign Corrupt Practices Act, with contextual material on corruption effects on society and business, as well as explanation of the law and examples Readable, concise explanation of financing international business transactions, including overview of international debtor-creditor issues, risks specific to international transactions and description of the Letter of Credit process Half-Title Page Title Page Copyright About Wolters Kluwer Legal & Regulatory U.S. Summary of Contents Contents Preface A Note to Students Acknowledgments Art Credits About the Authors PART I: LEGAL AND ETHICAL OVERVIEW Chapter 1: The United States Legal System What Is the Law? The U.S. Legal System Understanding the Federalist System Sources of Law The U.S. Constitution Treaties Statutory Law Administrative Law Case Law Understanding the Branches of Government and the Balance of Power The Balance of Power in Action An Example of the Balance of Power It All Begins with Congress Next Stop: The President The Role of the EPA It Is All in the Interpretation The Court Steps In The Court System The Federal Court System District Court Court of Appeals The U.S. Supreme Court The State Court System Entry-Level Courts Intermediate Appellate Court Highest Court Right of Appeal to the U.S. Supreme Court Understanding Jurisdiction Subject Matter Jurisdiction Jurisdiction over Persons Jurisdiction over Property Online Jurisdiction Venue and Standing to Sue The Litigation Process The Pleadings Motions Discovery Trial Appeal Alternative Dispute Resolution Negotiation Mediation Arbitration Practical Application of Arbitration in Business Transactions Global Perspective: Comparative Law and Legal Systems Summary Questions for Review Further Reading Chapter 2: Ethics in the Business Environment Practical Applications of Business Ethics Business Ethics An Ethical Insight: Ethics and the “Newspaper Test” Ethical Corporate Culture Ethical Corporate Culture and the Good Reputation of the Company Ethical Corporate Culture and “Doing the Right Thing” Due Diligence and Risk Assessment Due Diligence Risk Assessment Compliance and Ethics Programs, Codes of Ethics, and Training Sessions Chief Ethics and Compliance Officer Ethical Corporate Governance Starts from the Top Ethical Culture and the Practical Problems of Business An Ethical Insight: Ethics and the Practical Problems of Business Manager’s Compliance and Ethics Meeting Federal Sentencing Guidelines and Training Programs Ethical Principles Unethical Corporate Behavior in Violation of the “Public Trust” An Ethical Insight: Prof. Ronald Dworkin: The “Moral Dimension” to a Lawsuit Ethical Theory: Deontology and Teleology Deontology Teleology Virtue Ethics and Executive Responsibility Virtue Ethics Aristotle and the Virtue of Justice Virtue Ethics and Ethical Corporate Culture Natural Law and Ethics Natural Law and Common Law Natural Law Is Self-Evident Natural Law and Reasonable Differences Natural Law and Ethical Corporate Culture Categorical Imperatives and Ethics Kant’s Categorical Imperatives Kant’s Categorical Imperatives and Ethical Corporate Culture Utilitarianism and Ethics Utilitarianism as a Pragmatic Philosophy Utilitarianism and the Greater Good to the Company’s Stakeholders Utilitarianism and Ethical Corporate Culture Prima Facie Duties and Ethics Ross and the Value of “Promise Keeping” Prima Facie Duties and Moral Obligations Prima Facie Duties and Ethical Corporate Culture Theory of Justice and Ethics The First Principle: Equal Liberty Principle The Second Principle: Difference Principle Rawls’s Principles of Justice and Ethical Corporate Culture Global Perspectives and Business Ethics Summary Questions for Review Further Reading Chapter 3: Constitutional Issues in Business The Making of the U.S. Constitution Federal Powers, State Powers, the Supremacy Clause, and Preemption The Commerce Clause Federal Regulation of Business and an “Interdependent National Economy” State Activities That “Might Have a Substantial and Harmful Effect upon Interstate Commerce” Dormant Commerce Clause Commerce Clause Implications for State Sales Tax The Constitutional Protection of Liberty First Amendment Protection of Speech Different Types of Speech Regulating Speech Understanding the Limits of Commercial Speech Cricket Store 17, LLC. v. City of Columbia, 676 Fed.Appx. 162 (4th Cir. 2017) Obscene Speech Limits on Distasteful Ideas? Constitutional Safeguards for the Criminally Accused The Fourth Amendment The Fifth Amendment The Sixth Amendment Due Process Equal Protection of the Laws Summary Questions for Review Further Reading Chapter 4: Administrative Law Overview of Administrative Law The “Fourth Branch” of Government What Is an Administrative Agency? Naming Administrative Agencies The Number and Growth over Time of Administrative Agencies The Creation of Administrative Agencies Why Create Agencies? Agency Specialization Legislative Gap-Filling Other Explanations for the Rise of Administrative Agencies State and Local Agencies State Agencies Local Agencies Independent Versus Executive Agencies Administrative Agencies: Legislative, Executive, and Judicial Powers Legislative Powers Agency Regulations Where Can a Business Find Regulations? Executive Powers Agency Information Gathering In-Depth Ethical Case Analysis Manager’s Compliance and Ethics Meeting Licensing Consent Decrees Alternative Dispute Resolution An Ethical Insight: Steven J. Heyman Product Recalls Fines and Warning Letters Judicial Powers Appeal Within the Agency Cease-and-Desist Orders Attorney Fee Shifting Agency Hearings Versus Court Trials Limits to Agency Power Constitutional Limits FCC v. Fox Television Stations, 132 S. Ct. 2307 (2012) An Ethical Insight: W.D. Ross and Indecent Speech Legislative Limits Agency-Specific Legislation: Enabling Acts and Amendments General Legislation: The Administrative Procedure Act of 1946 (APA) Types of Rulemaking Notice-and-Comment Rulemaking Negotiated Rulemaking Transparency The Federal Register The Freedom of Information Act (FOIA) Government in the Sunshine Act General Legislation: Additional Checks An Ethical Insight: John Rawls and the Government in the Sunshine Act Executive Limits Judicial Limits Ripeness, Mootness, and Standing Exhaustion of Administrative Remedies Agency Discretion Deference to Agency Action Global Perspective Summary Questions for Review Further Reading Chapter 5: Legal Aspects of the Global Business Environment Sovereignty, Sovereign Immunity, and Comity Sovereignty Sovereign Immunity Comity Sources of International Law and Public and Private International Law Why Abide by International Law? Legal Validity of International Law Public and Private International Law Sources of International Law Treaties and Conventions Customary International Law Relationship Between Domestic and International Law Preventing and Resolving International Disputes Communication and Cultural Misunderstandings Transportation and Delivery Problems Financial Risks Resolving International Business Disputes Negotiation Mediation Arbitration International Litigation International Trade Law and the World Trade Organization (WTO) Tariff and Nontariff Barriers to Trade World Trade Organization Origins World Trade Organization Principles Dumping Subsidies The United Nations UN Formation and Purpose Structure of the United Nations General Assembly Security Council Secretariat International Court of Justice Economic and Social Council UN Agencies United Nations Commission on International Trade Law (UNCITRAL) World Intellectual Property Organization (WIPO) Summary Questions for Review Further Reading Chapter 6: Corporate Social Responsibility Understanding the Nature of a Corporation What Is a Corporation? History of Corporations Maximization of Shareholder Profit Dodge v. Ford, 170 N.W. 668 (Mich. 1919) Corporate Stakeholder Theory The Social Enterprise Movement Conscious Capitalism: Capitalism Needs a Conscience An Ethical Insight: Lucien J. Dhooge Corporations: Being a Good Corporate Citizen Manager’s Compliance and Ethics Meeting Doing Well by Doing Good The SuperCorps The Firms of Endearment The Evolution of the Hybrid Entity State Constituency Statutes B-Lab Benefit Corporations Purpose of a Benefit Corporation Model Benefit Corporation Legislation Global Perspective: International Guidelines Global Perspective: The European Union Summary Questions for Review Further Reading PART II: THE BUSINESS Chapter 7: Business Organizations Types of Business Organizations Sole Proprietorship General Partnership Limited Partnership Limited Liability Partnership (LLP) Limited Liability Company (LLC) Characteristics of an LLC Formation of an LLC Management of an LLC Operating Agreement Taxation of an LLC Termination of an LLC Corporations Characteristics An Ethical Insight: Jeremy Bentham and “Private Ethics” Starting a Corporation Where to Incorporate Shareholders Directors Officers Stock Dividends Taxation Dissolution External Influences on Corporate Management Practices Manager’s Compliance and Ethics Meeting Business Judgment Rule, Minority Shareholder Rights, and Shareholder Derivative Actions Business Judgment Rule Minority Shareholder Rights In-Depth Ethical Case Analysis Shareholder Derivative Action Kamin v. American Express Company, 383 N.Y.S.2d 807 (1976) Piercing the Corporate Veil What Is the Corporate Veil? Piercing the Corporate Veil Doberstein v. G-P Industries, Inc., 2015 Del. Ch. LEXIS 275 (2015) Global Perspective: Global Business Organizations Summary Questions for Review Further Reading Chapter 8: Intellectual Property Overview of Intellectual Property Types of Intellectual Property Intellectual Property Rights Are “Negative Rights” What Is Property? Intellectual Property: A Strange Sort of “Property” An Ethical Insight: John Locke and the Justification for Intellectual Property Trademarks The Purpose of Trademarks Trademark Registration and Renewal Unusual Trademarks The “Likelihood of Confusion” Standard Trademark Dilution The Distinctiveness Continuum Genericide Domain Names An Explosion of New Generic Top-Level Domains? Copyright Copyright Duration Employers and Copyright Duration Obtaining a Copyright Copyright Damages Fair Use Warner Bros. Entertainment Inc. v. RDR Books, 575 F. Supp. 2d 513 (S.D.N.Y. 2008) (“The Harry Potter Case”) The Public Domain An Ethical Insight: Ross, Bentham, and Copyright Statutory Damages Patents Patent Duration and Exceptions Who Can Obtain a Patent? Costs of Obtaining and Maintaining a Patent Exceptions to the Patent Right In-Depth Ethical Case Analysis Design Patents and Plant Patents Patent Trolls and Injunctions eBay Inc. v. MercExchange L.L.C., 547 U.S. 388 (2006) Trade Secrets State Law: The Uniform Trade Secrets Act Federal Law: The Defend Trade Secrets Act of 2016 Manager’s Compliance and Ethics Meeting An Ethical Insight: Trade Secrets: John Stuart Mill—Utilitarianism The Rise and Rise of Intellectual Property Expanding U.S. Patent and Copyright Duration IP Duration: Natural Rights or Utilitarian Rationale? Expanding Scope of Intellectual Property Protection Implications of Expanded Intellectual Property for Business Global Perspective: The Globalization of Intellectual Property Global Perspective: Intellectual Property Law in the European Union Global Perspective: Intellectual Property Law in India An Ethical Insight: John Rawls and Compulsory Licenses of Patented Products Global Perspectives: Intellectual Property Law in Russia Summary Questions for Review Further Reading Chapter 9: Sale of Securities and Investor Protection State Securities Laws Federal Securities Laws The Securities and Exchange Commission The Securities Act of 1933 Registration with the Securities and Exchange Commission Exemptions from the Registration Process Jumpstart Our Business Startups Act Securities Exchange Act of 1934 Reporting Requirements Proxy Solicitation Tender Offers In-Depth Ethical Case Analysis Insider Trading Manager’s Compliance and Ethics Meeting Insider Trading Penalties Legislative Initiatives of the Twenty-First Century Sarbanes-Oxley Act of 2002 An Ethical Insight: Insider Trading and Ross’s Prima Facie Duty of Fidelity Section 302: Corporate Responsibility for Financial Reports Manager’s Compliance and Ethics Meeting Section 401: Disclosures in Periodic Reports Section 404: Management Assessment of Internal Controls Section 409: Real-Time Issuer Disclosures Section 802: Criminal Penalties for Altering Documents Dodd-Frank Wall Street Reform and Consumer Protection Act Global Perspective: International Securities Law Summary Questions for Review Further Reading Chapter 10: Business Crimes Basic Concepts of Criminal Law Ethical Corporate Culture and Business Crimes Origin of Criminal Law in the United States What Is a Crime? Civil Law and Criminal Law Burden of Proof Preponderance of the Evidence Standard Beyond a Reasonable Doubt Appeal Felonies and Misdemeanors Criminal Intent and Criminal Act Strict Liability Crimes Model Penal Code Business Crimes An Ethical Insight: Aristotle and Virtue of Justice Investor Fraud Economic Crimes Corporate Crimes United States v. Park, 421 U.S. 658; 95 S. Ct. 1903 (1975) Manager’s Compliance and Ethics Meeting Embezzlement Money Laundering Bribery Foreign Corrupt Practices Act (FCPA) Common Defenses to Business Crimes Duress Insanity Mistake of Fact Mistake of Law Statute of Limitations Entrapment The Criminal Process and Constitutional Protections Law Enforcement Investigation Probable Cause Hearing Arrest Booking First Appearance An Information and a Grand Jury Indictment Arraignment Plea Trial and Appeal Fifth Amendment Right Against Self-Incrimination An Ethical Insight: Immanuel Kant and Thinking to Harm Another In-Depth Ethical Case Analysis Global Perspective: International Business Crimes Summary Questions for Review Further Reading Chapter 11: Antitrust Overview of Antitrust Law The Goals of Antitrust Law A Note on the Term Antitrust A Brief History of Federal Antitrust Law State Antitrust Laws The Sherman Act of 1890 An Ethical Insight: Aristotle—Virtue of Justice and Antitrust Laws Sherman Act §1: Contracts in Restraint of Trade Vertical Versus Horizontal Restraints “Per Se” Versus “Rule of Reason” A Sliding Scale Horizontal Price Fixing In-Depth Ethical Case Analysis Vertical Price Fixing Manager’s Compliance and Ethics Meeting Horizontal Market Allocation Vertical Market Allocation Group Boycott Selling Versus Buying Sherman Act §2: Monopolies What Is Monopolization? The Clayton Act of 1914 An Ethical Insight: Utilitarianism and Antitrust Laws Clayton Act §2: Price Discrimination Primary Line Injury Secondary Line Injury An Ethical Insight: Immanuel Kant and Antitrust Behavior Tertiary Line Injury Defenses Recommendation to Repeal the Robinson-Patman Act Clayton Act §3: Tying Arrangements Tying and Price Discrimination Clayton Act §7: Mergers Types of Mergers IBM Corp. v. United States, 298 U.S. 131 (1936) Pre-merger Notification FTC and DOJ Merger Guidelines Celler-Kefauver Act of 1950 Clayton Act §8: Interlocking Directorates and Officers Federal Trade Commission Act of 1914 Antitrust Enforcement Public Enforcement: FTC, DOJ, and Other Federal Agencies Public Enforcement: State Attorneys General Private Enforcement Penalties and Remedies for Antitrust Violations Criminal Penalties Civil Damages and Equitable Remedies An Ethical Insight: W.D. Ross—Antitrust and the Duty of Reparation DOJ Leniency Program Exemptions and Limitations Global Perspective Global Perspective: Competition Law in South Korea Global Perspective: Competition Law in the European Union Summary Questions for Review Further Reading PART III: THE EMPLOYEE Chapter 12: Agency Law What Is Agency? Forming the Agency Relationship Agency Formation in General Special Situation—Agency by Estoppel Manager’s Compliance and Ethics Meeting Independent Contractors Versus Employees Why Is the Distinction Between Employees and Independent Contractors Important? Factors in Determining the Difference Between Independent Contractors and Employees Types of Authority Actual Authority Express Authority Implied Authority Apparent Authority In-Depth Ethical Case Analysis Rights and Duties of Principals and Agents Principal’s Duties to Agent An Ethical Insight: John Rawls and an Agent’s Expectation to Receive What’s Ethically Due from the Principal under the Agency Agreement The Fiduciary Duty Agent’s Duty to Principal Loyalty Performance Notification Accounting Obedience Liability of Principals and Agents Contractual Liability of Principal and Agent Tort Liability of Principal and Agent Principal’s Liability for an Independent Contractor’s Negligence Principal’s Vicarious Liability for an Employee’s Negligence An Ethical Insight: W.D. Ross and the Ethical Obligations of an Agent at a Trade Show Not to Misrepresent the Quality of a Product Tort Liability of Principal and Agent—Intentional Torts and Crimes Terminating the Agency Relationship Summary Questions for Review Further Reading Chapter 13: Employment Law Employment-at-Will Public Policy Exception Whistleblowing Refusal to Perform an Illegal Act Exercising a Right or Privilege In-Depth Ethical Case Analysis Implied Contract Exception Covenant of Good Faith and Fair Dealing Exception Employers’ Obligations to the Employee Minimum Wage and Hour Laws and Child Labor Restrictions An Ethical Insight: John Rawls and the Fair Labor Standards Act Family and Medical Leave Act Maintaining Workplace Safety Workers’ Compensation Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) Employees’ Right to Unionize Employee Obligations to the Employer Nondisclosure Agreements Covenant Not to Compete Privacy in the Workplace Drug Testing Nicotine Use Polygraphs Monitoring an Employee’s Actions Manager’s Compliance and Ethics Meeting Monitoring Electronic Activities Protecting Privacy Rights in Electronic Communications Privacy in E-Mail Communications Cell Phone Privacy Privacy in Social Media Three D, LLC v. NLRB, 629 Fed. App’x. 33 (2d. Cir. 2015) Global Perspective: International Aspects of Employment Law Summary Questions for Review Further Reading Chapter 14: Discrimination in the Workplace Title VII of the Civil Rights Act of 1964 An Ethical Insight: St. Thomas Aquinas: Unjust Laws and the Civil Rights Movement An Ethical Insight: John Finnis: Moral Absolutes and Workplace Discrimination Procedure to File a Claim Intentional Discrimination Unintentional Discrimination In-Depth Ethical Case Analysis Protected Classes Race/Color Discrimination National Origin Discrimination Religious Discrimination Robinson v. Children’s Hospital Boston, 2016 U.S. Dist. LEXIS (2016) Gender Discrimination Pregnancy Discrimination Pay Differentials Based on Gender An Ethical Insight: John Rawls and Title VII of the Civil Rights Act Sexual Harassment Employer Liability for Harassment Harassment by Supervisors Harassment by Coworkers and Nonemployees Discrimination Based on Age Making the Case Discrimination Based on Disability Understanding the Term Disability Manager’s Compliance and Ethics Meeting Genetic Testing Making the Case Reasonable Accommodation Undue Hardship PGA Tour Inc. v. Martin, 532 U.S. 661 (2001) Defenses to Employment Discrimination Bona Fide Occupational Qualification Seniority or Merit Systems After-Acquired Evidence Retaliation Remedies Affirmative Action Global Perspective Global Perspective: The European Union Global Perspective: China Global Perspective: India Summary Questions for Review Further Reading PART IV: THE BUSINESS SALE Chapter 15: Contracts: Contract Formation What Is a Contract? Contract Definition Contract Terms Freedom of Contract Role of Contracts in Business Requirements for a Valid Contract Sources of Contract Law Uniform Commercial Code (UCC) Restatement (Second) of Contracts Agreement in General Point of Commitment Valid Offers Definition and Requirements for a Valid Offer An Ethical Insight: W. D. Ross’s Prima Facie Duty of Fidelity and “Promise Keeping” Language of Present Commitment Definite Terms Communication to the Offeree Special Situations—Advertisements, Online Auctions, and Bids Termination of Offers Termination of Offers by Lapse of Time Manager’s Compliance and Ethics Meeting Termination of Offers by Operation of Law Termination of Offers by Revocation Termination of Offers by Rejection and Counteroffers Valid Acceptances Requirements for a Valid Acceptance In-Depth Ethical Case Analysis Silence as Acceptance Other Expressions of Agreement Term Sheets, Letters of Intent, and Memoranda of Understanding Agreements to Agree An Ethical Insight: Kant’s Ethics on a Letter of Intent The Consideration Requirement What Is Consideration? What Is Not Consideration? Past Consideration Preexisting Duty Rule Gifts and Donations An Ethical Insight: Aquinas, an Excessive Selling Price, and Contract Consideration Capacity to Contract Minors Mental Capacity Summary Questions for Review Further Reading Chapter 16: Contracts: Contract Performance Legality and Public Policy Considerations Statutory Violations Public Policy Versus Enforcement of Agreements Unconscionable Agreements Adhesion Contracts Usury Law Noncompetition Clauses When Do Contracts Have to Be in Writing? Origins of the Statute of Frauds Agreements Subject to the Statute of Frauds Writing Sufficient to Satisfy the Statute of Frauds and Electronic Signatures Exceptions to the Statute of Frauds Results of Noncompliance Uniform Electronic Transactions Act (UETA) Electronic Signatures in Global and National Commerce Act of 2000 (E-SIGN) Writing, Interpreting, and Proving the Terms of a Contract Rules of Contract Interpretation Parol Evidence Rule Types of Contracts Bilateral Contracts Unilateral Contracts Valid, Voidable, and Void Agreements Enforceable and Unenforceable Contracts Executed and Executory Contracts Assent and Contract Defenses Misrepresentation and Fraud Manager’s Compliance and Ethics Meeting Duress Undue Influence Assignment and Delegation Assignment Delegation Discharge Completion of the Contract or Discharge by Agreement Excuses from Performance: Impossibility Excuses from Performance: Commercial Frustration In-Depth Ethical Case Analysis Excuses from Performance: Terrorism and Other Force Majeure Conditions Excuses from Performance: Waiver Statute of Limitations Third Parties and Contracts Intended Beneficiaries Incidental Beneficiaries Conditions and Breaches of Contract Conditions Breaches in General Material Breach Minor Breach Duty of Good Faith Anticipatory Repudiation Remedies Damages for Expectation Interest Damages for Reliance Interest Damages for Restitution Interest Compensatory and Consequential Damages BMW of North America, Inc. v. Gore, 517 U.S. 559 (1996) Punitive Damages Liquidated Damages and Limitation of Liability Equitable Remedies—Rescission Equitable Remedies—Specific Performance and Injunction Unjust Enrichment Global Perspective: Contracts Summary Questions for Review Further Reading Chapter 17: Sales Law, Consumer Protection, and E-Commerce Sales Law Article 2 of the Uniform Commercial Code What Is a Contract for the Sale of Goods? Merchants and Consumers Who Is a Merchant? Why Does the Law Treat a Merchant Differently Than a Consumer? An Ethical Insight: Karl Llewellyn and Reasonable Commercial Transactions UCC Article 2A—Lease of Goods Firm Offer by a Merchant Acceptance of an Offer to Buy, Sell, or Lease Goods Acceptance by Responding Acceptance by Shipping Determining the Contract Terms Open Terms Different Terms in a Valid Acceptance Additional Terms in a Valid Acceptance Implied Duty of Good Faith The Difference Between Good Faith and an Ethical Standard of Care The Statute of Frauds—UCC 2-201(1) and UCC 2A-201(1) Special Rules for Merchants—UCC 2-201(2) Specially Manufactured Goods Admitting to a Contract Part Performance Obligations of the Seller Conforming Goods Place of Delivery—UCC 2-308 Tender of Delivery—UCC 2-503(1) Perfect Tender Rule and Its Exceptions Perfect Tender Rule—UCC 2-601 Cure Exception—UCC 2-508 Substitution of Carriers Exception—UCC 2-614(1) Commercial Impracticability Exception—UCC 2-615(a) Destruction of Identified Goods Exception—UCC 2-613 Noncooperation Exception—UCC 2-311(3)(b) Obligations of the Buyer Payment at the Time and Place the Buyer Receives the Goods— UCC 2-310(a) Acceptance by the Buyer After a Reasonable Opportunity to Inspect the Goods—UCC 2-606(1)(a) Anticipatory Repudiation Remedies Remedies of the Seller Manager’s Compliance and Ethics Meeting Remedies of the Buyer Title to Goods and Risk of Loss Passage of Title In-Depth Ethical Case Analysis Risk of Loss Insurable Interests Consumer Protection Law History of Consumer Protection Law What Does Consumer Protection Law Cover? Consumer Protection Federal Statutes The Federal Trade Commission Unfair and Deceptive Acts and Practices Deceptive Advertising Federal Food, Drug, and Cosmetic Act and the Food and Drug Administration Consumer Product Safety Act and the Consumer Product Safety Commission Global Perspective Summary Questions for Review Further Reading Chapter 18: The Debtor-Creditor Relationship The Debtor-Creditor Relationship Types of Property Types of Creditors Secured Creditors Unsecured Creditors Preferred Creditors Secured Transactions—UCC Article 9 Perfecting a Security Interest Mortgages and Real Estate Sureties and Guarantors Garnishment Liens Artisan’s Liens—Personal Property Mechanic’s Lien—Real Property Tremont Tower Condominium, LLC v. George B.H. Macomber Co., 767 N.E.2d 20 (Mass. 2002) Judgment Lien Exempt Property Lien Discharge Manager’s Compliance and Ethics Meeting Federal Bankruptcy Laws Purpose of Bankruptcy Laws Bankruptcy Court Bankruptcy Discharge Types of Bankruptcy Chapter 7 Liquidation Eligibility An Exception Property, Income, and Creditors Payment and Discharge Chapter 11 Reorganization Restructuring Business Operations Disclosure Statement The Trustee Creditors’ Committee An Ethical Insight: Utilitarianism and Chapter 11 Bankruptcy Reorganization Fraudulent Transfers In-Depth Ethical Case Analysis Global Perspective Summary Questions for Review Further Reading PART V: BUSINESS LIABILITY Chapter 19: Business Torts Torts and Types of Business Torts Unintentional Torts (Negligence) Defenses to Negligence Intentional Torts Business Torts Fraudulent Misrepresentation Negligent Misrepresentation Intentional Interference with Contractual Relations In-Depth Ethical Case Analysis Intentional Interference with Prospective Economic Advantage Conversion Commercial Disparagement An Ethical Insight: John Rawls: The Equal Liberty Principle and the Ethics of Commercial Disparagement Manager’s Compliance and Ethics Meeting Damages Nominal Damages Compensatory Damages Actual Damages General Damages Punitive Damages Damages: Reform Legislation Global Perspective Kiobel v. Royal Dutch Petroleum Co., 133 S. Ct. 1659 (2013) Summary Questions for Review Further Reading Chapter 20: Product Liability and Warranties What Is Product Liability Law? Product Liability Suits Based on a Negligence Theory Product Liability Suits Based on Strict Liability An Ethical Insight: John Locke—Actions Follow Thoughts: Why Do Some Executives “Cross the Line” and Place Profits Above Safety? Restatement (Third) of Torts—Product Liability: Design Defects, Manufacturing Defects and Marketing Defects Need to Establish a “Defect” in the Product Design Defects Manufacturing Defects Manager’s Compliance and Ethics Meeting Marketing Defects In-Depth Ethical Case Analysis Defenses to Product Liability Claims Warranties Express Warranties Implied Warranties Implied Warranty of Merchantability Implied Warranty of Fitness for a Particular Purpose Global Perspective: International Product Liability Law Summary Questions for Review Further Reading Chapter 21: Environmental Law and Sustainability Protection for the Environment Protecting the Air An Ethical Insight John Stuart Mill: Utilitarianism and Environmental Law Clean Air Act Emissions Standards Greenhouse Gases In-Depth Ethical Case Analysis Global Perspectives: International Efforts to Combat Air Pollution Protecting the Water Clean Water Act Safe Drinking Water Act Marine Protection, Research, and Sanctuaries Act, aka Ocean Dumping Act Manager’s Compliance and Ethics Meeting Global Perspective: International Efforts to Combat Water Pollution Preventing Harm from Toxic Substances Toxic Control Substances Act Global Perspective: International Efforts with Regard to Toxic Substances Safely Disposing of Waste Resource Conservation and Recovery Act Comprehensive Environmental Response, Compensation, and Liability Act Electronic Waste Global Perspective: International Efforts to Combat Hazardous Waste Alternative Energy The Energy Independence and Security Act Global Perspective: International Commitment to Alternative Energy Summary Questions for Review Further Reading Glossary Table of Cases Index