Managers and the Legal Environment Strategies for the 21st Century

by Bagley, Constance E.; Savage, Diane

• ISBN13: 9780324269512
• ISBN10: 032426951X
• Edition: 5th
• Format: Hardcover
• Copyright: 2005-06-23
• Publisher: South-Western College/West

Summary

Recognized and respected for both its inclusion of cutting edge material and for its strong strategic managerial approach, this is one of the most comprehensive and challenging, yet approachable and understandable legal environments texts on the market. It is equally suitable for students with substantial work experience as well as for those who are studying business for the first time. The text fully looks at the subject matter from the perspective of current and future business managers and leaders by providing an in-depth understanding of how law impacts daily management decisions and business strategies. Its integrated treatment of law and management presents a very strategic perspective, showing how the law provides ways for managers to minimize risk and create value, how to use the law to craft solutions to attain core business objectives, and how to spot legal issues before they become legal problems and effectively handle the inevitable legal disputes that arise in the course of doing business.

Table of Contents

Table of Cases	xvii
Preface	xxix
About the Authors	xxxix
UNIT I Foundations of the Legal and Regulatory Environment	1	(210)
Ethics, Value Creation, and Risk Management	2	(49)
Introduction	2	(1)
Law and Public Policy	3	(1)
Law and Strategy	4	(8)
The Ethical Tone Is Set at the Top	12	(2)
The Ethical Business Leader's Decision Tree	14	(6)
Historical Perspective Aquinas on Law and Ethics	18	(2)
Resolving the Tension Between Long-Term and Short-Term Values	20	(4)
Social Responsibility	24	(11)
Socially Responsible Investment	35	(1)
Promoting Ethical Behavior	35	(4)
The Law and the ``Unethical''	39	(6)
Global View ``When Ethics Travel''	42	(1)
The Responsible Manager Ensuring Ethical Conduct	43	(1)
Inside Story Enron Implodes	44	(1)
Key Words and Phrases	45	(1)
Questions and Case Problems	45	(4)
Internet Sources	49	(2)
Constitutional Bases for Business Regulation	51	(42)
Introduction	51	(1)
Structure of Government	51	(1)
Separation of Powers	52	(2)
Supremacy Clause and Preemption	54	(1)
Federalism	55	(3)
The Commerce Clause	58	(5)
Federal Fiscal Powers	63	(1)
Protection of Individual Liberties	63	(2)
In Brief Outline of the Bill of Rights	64	(1)
Freedom of Speech and Press	65	(7)
View from Cyberspace Pornography and Free Speech on the Internet	67	(5)
Right of Association	72	(3)
Freedom of Religion	75	(1)
Due Process	75	(5)
Compensation for Takings	80	(1)
Equal Protection	80	(4)
Right to Jury Trial	84	(4)
Historical Perspective The Initiative Process	85	(1)
The Responsible Manager Preserving Constitution Rights	86	(1)
Inside Story Effect of Politics on Supreme Court Appointments	86	(2)
Key Words and Phrases	88	(1)
Questions and Case Problems	89	(3)
Internet Sources	92	(1)
Courts, Sources of Law, and Litigation	93	(40)
Introduction	93	(1)
How to Read a Case Citation	93	(1)
The U.S. and State Court Systems	94	(1)
Federal Jurisdiction	94	(2)
Political Perspective Splitting Up the Ninth Circuit	96	(1)
Federal Courts	96	(4)
State Courts	100	(1)
Personal Jurisdiction	101	(2)
View from Cyberspace Personal Jurisdiction and the Web	102	(1)
Choice of Law, Choice of Forum, and the Doctrine of Forum Conveniens	103	(2)
Sources of Law	105	(5)
Civil Procedure	110	(4)
Discovery	114	(1)
Attorney--Client Privilege, the Attorney Work-Product Doctrine, and Other Privileges	115	(3)
Class Actions	118	(2)
Litigation Strategies for Plaintiffs	120	(3)
Political Perspective Should the United States Adopt the British Rule that the Loser Pays the Winner's Attorneys' Fees?	122	(1)
Litigation Strategies for Defendants	123	(1)
Document Retention and Destruction	123	(5)
The Responsible Manager Reducing Litigation Expenses	126	(1)
Inside Story Arthur Andersen and Frank Quattrone Shred Their Credibility	127	(1)
Key Words and Phrases	128	(1)
Questions and Case Problems	128	(3)
Internet Sources	131	(2)
Alternative Dispute Resolution	133	(32)
Introduction	133	(1)
Thinking about ADR	133	(1)
Varieties of ADR	134	(1)
Negotiation	134	(4)
Mediation	138	(3)
View from Cyberspace ADR for Online Disputes	141	(1)
Arbitration	141	(12)
Historical Perspective Early Binding Arbitration	143	(10)
Hybrids	153	(1)
Other Laws Favoring Settlement over Litigation	154	(6)
In Brief Models of Alternative Dispute Resolution	155	(3)
The Responsible Manager Staying Out of Court	158	(1)
Inside Story Arbitrating the Dot-Com Bust	159	(1)
Key Words and Phrases	160	(1)
Questions and Case Problems	160	(4)
Internet Sources	164	(1)
Agency	165	(24)
Introduction	165	(1)
Formation of an Agency Relationship	165	(1)
Types of Agency Relationships	166	(1)
Distinguishing Between Employees and Independent Contractors	166	(1)
Fiduciary Duty	167	(3)
Agent's Ability to Bind the Principal to Contracts Entered into by the Agent	170	(4)
View from Cyberspace Intelligent Agents and Click-Wrap Agreements	171	(3)
In Brief Agent's Authority to Bind the Principal	174	(1)
Liability for Torts of Agents	174	(5)
Liability of the Principal for Violations of Law by the Agent	179	(4)
The Responsible Manager Working with Agents	181	(1)
Inside Story When Are ``Temporary'' Workers Employees?	182	(1)
Key Words and Phrases	183	(1)
Questions and Case Problems	183	(4)
Internet Sources	187	(2)
Administrative Law	189	(22)
Introduction	189	(1)
How Administrative Agencies Act	189	(5)
Historical Perspective From Revolutionary War Vets to the Environment	192	(2)
Administrative Agencies and the Constitution	194	(1)
Principles of Administrative Law	195	(1)
Judicial Review of Agency Actions	196	(6)
Decision-Making Power of Agencies	202	(1)
Finding an Agency's Rules and Procedures	203	(1)
Obtaining Documents from an Agency	203	(4)
Global View The British Financial Services Authority	204	(1)
In Brief Seven Basic Steps for Working Successfully with an Administrative Agency	204	(1)
The Responsible Manager Working with Administrative Agencies	205	(1)
Inside Story Regulation of Voice Over Internet Protocol Phone Service	206	(1)
Key Words and Phrases	207	(1)
Questions and Case Problems	207	(3)
Internet Sources	210	(1)
UNIT II The Legal Environment	211	(204)
Contracts	212	(45)
Introduction	212	(1)
Basic Requirements of a Contract	212	(1)
Agreement	213	(2)
Consideration	215	(3)
Capacity	218	(1)
Legality	218	(1)
Promissory Estoppel	219	(2)
Unconscionability	221	(3)
Genuineness of Assent	224	(4)
Historical Perspective Unconscionability and Freedom of Contract	225	(3)
Statute of Frauds	228	(1)
The Parol Evidence Rule	229	(1)
Changed Circumstances	229	(4)
View from Cyberspace Electronic Contracts: The Uniform Electronic Transactions Act and the E-Sign Act	230	(3)
Contract Modification	233	(2)
In Brief Decision Tree for Contract Analysis	234	(1)
Discharge of Contract	235	(1)
Duty of Good Faith and Fair Dealing	235	(1)
Third-Party Beneficiaries	236	(1)
Remedies	237	(4)
Precontractual Liability	241	(3)
Mergers and Acquisitions	244	(8)
Global View Contracting with Foreign Entities	245	(1)
The Responsible Manager Acting in Good Faith and Dealing Fairly	246	(1)
Inside Story Pennzoil v. Texaco	247	(5)
Key Words and Phrases	252	(1)
Questions and Case Problems	253	(3)
Internet Sources	256	(1)
Sales and E-Commerce	257	(38)
Introduction	257	(1)
When Does Article 2 of the UCC Apply?	258	(1)
Contract Formation	259	(3)
Battle of the Forms	262	(4)
Statute of Frauds	266	(1)
Duty of Good Faith Under the UCC	267	(1)
Warranties	267	(6)
Historical Perspective From Medieval Guilds to Online Arbitration	268	(5)
Magnuson-Moss Warranty Act	273	(1)
Right to Reject Nonconforming Goods	273	(4)
View from Cyberspace Taxing E-Commerce	274	(3)
Allocation of Risk of Loss	277	(3)
Unconscionability	280	(2)
Commercial Impracticability Under the UCC	282	(2)
In Brief Comparison of the UCC, Amendments to the UCC, Common Law, UCITA, and CISG	283	(1)
Damages	284	(1)
Specific Performance	284	(5)
Global View The Convention on Contracts for the International Sale of Goods	285	(1)
The Responsible Manager Operating Under Varying Legal Regimes	286	(1)
Inside Story Caught in the Web of Internet Auction Fraud	287	(2)
Key Words and Phrases	289	(1)
Questions and Case Problems	290	(3)
Internet Sources	293	(2)
Torts	295	(40)
Introduction	295	(1)
Elements of an Intentional Tort	295	(1)
Types of Intentional Torts and Defenses	296	(1)
Intentional Torts to Protect Persons	296	(5)
Intentional Torts That Protect Property	301	(2)
View from Cyberspace Suing to Stamp Out Spam	303	(2)
Intentional Torts That Protect Certain Economic Interests and Business Relationships	305	(3)
Elements of Negligence	308	(6)
Defenses to Negligence	314	(1)
Liability of Accountants and Other Professionals to Third Parties	315	(4)
Negligent Hiring and Liability for Letters of Recommendation	319	(1)
Strict Liability	319	(1)
Respondeat Superior and Vicarious Liability	320	(3)
Successor Liability	323	(1)
Damages	323	(2)
Political Perspective The Changing Tide of Tort Reform	324	(1)
Equitable Relief	325	(1)
Liability of Multiple Defendants	325	(1)
Toxic Torts	325	(4)
The Responsible Manager Reducing Tort Risks	327	(1)
Inside Story Taking Aim at the Gun Industry	328	(1)
Key Words and Phrases	329	(1)
Questions and Case Problems	329	(3)
Internet Sources	332	(3)
Product Liability	335	(32)
Introduction	335	(1)
Theories of Recovery	335	(3)
Definition of Product	338	(1)
What Makes a Product Defective?	339	(4)
View from Cyberspace Jurisdictional Disputes	340	(3)
Who May Be Liable	343	(4)
Historical Perspective Asbestos Litigation	347	(1)
Defenses	347	(5)
In Brief Bases for Product Liability and Defenses	350	(2)
Other Legislative Limits on Liability	352	(1)
Statutes of Limitations, Revival Statutes, and Statutes of Repose	353	(1)
Tobacco and Guns	354	(2)
Product Liability Class Actions	356	(1)
Problems with the Product Liability System and the Restatement (Third) Approach to Design Defects	356	(6)
Global View Product Liability in the European Union	359	(1)
The Responsible Manager Reducing Product Liability Risk	360	(1)
Inside Story Big Food Facing Big Lawsuits	361	(1)
Key Words and Phrases	362	(1)
Questions and Case Problems	362	(3)
Internet Sources	365	(2)
Intellectual Property	367	(48)
Introduction	367	(1)
Patents	368	(3)
Patent Infringement	371	(2)
Copyrights	373	(3)
Copyright Infringement	376	(7)
Economic Perspective Intellectual Property Rights and Incentives to Innovate	383	(1)
Registered Mask Work	383	(1)
Trademarks	384	(1)
Choosing a Trademark	385	(3)
Creating Rights in a Trademark	388	(1)
Loss of Trademark Rights	389	(1)
Trademark Infringement	390	(4)
Trade Dress	394	(1)
Trade Secrets	394	(3)
View from Cyberspace Domain Names and Cybersquatting	395	(2)
Creating Rights in a Trade Secret	397	(2)
Misappropriation of Trade Secrets	399	(2)
Database Protection	401	(1)
Technology Licensing	401	(8)
In Brief Intellectual Property Protection: Comparative Advantages	402	(1)
Global View The Move Toward Harmonization of Intellectual Property Regimes	403	(2)
The Responsible Manager Protecting Intellectual Property Rights	405	(2)
Inside Story Digital Millenium Copyright Act	407	(2)
Key Words and Phrases	409	(1)
Questions and Case Problems	409	(3)
Internet Sources	412	(3)
UNIT III Human Resources in the Legal and Regulatory Environment	415	(88)
The Employment Agreement	416	(45)
Introduction	416	(1)
At-Will Employment	416	(7)
Right to Fair Procedure	423	(1)
In Brief Limits on At-Will Employment	423	(1)
Fraudulent Inducement	423	(3)
Noncompete Agreements	426	(4)
Preserving At-Will Employment Status	430	(1)
Recommendations for Former Employees	431	(1)
Employer Testing and Surveillance	432	(5)
Responsibility for Worker Safety	437	(5)
View from Cyberspace Big Brother Is Reading Your E-Mail	438	(4)
Workers' Compensation	442	(1)
Minimum Wage, Overtime, and Child Labor	442	(5)
Immigration Law	447	(2)
Economic Perspective Outsourcing	448	(1)
Labor-Management Relations	449	(6)
Global View The Right to Continued Employment	451	(1)
The Responsible Manager Avoiding Wrongful-Discharge Suits and Other Employee Problems	452	(2)
Inside Story Working ``Off the Clock''	454	(1)
Key Words and Phrases	455	(1)
Questions and Case Problems	455	(5)
Internet Sources	460	(1)
Civil Rights and Employment Discrimination	461	(42)
Introduction	461	(1)
Overview of Civil Rights Legislation	461	(3)
Enforcement	464	(1)
Title VII	464	(14)
In Brief Elements of a Sexual Harassment Claim	469	(1)
View from Cyberspace Harassment in the Virtual Office	470	(8)
Age Discrimination	478	(3)
Disability Discrimination	481	(8)
Family and Medical Leave Act of 1993	489	(1)
Affirmative Action	490	(2)
Applicability of Civil Rights Laws to Temporary Workers	492	(1)
The Extraterritorial Reach of American Law	492	(6)
Economic Perspective Globalization, Cultural Norms, and Workplace Discrimination	493	(1)
Global View Discrimination and Diversity	494	(2)
The Responsible Manager Honoring Employees' Civil Rights	496	(1)
Inside Story From Wall Street to Main Street, Women Demand Equal Opportunity	497	(1)
Key Words and Phrases	498	(1)
Questions and Case Problems	499	(3)
Internet Sources	502	(1)
UNIT IV The Regulatory Environment	503	(204)
Criminal Law	504	(49)
Introduction	504	(1)
Definition of a Crime	504	(2)
Criminal Procedure	506	(1)
Constitutional Protections	507	(7)
Nonconstitutional Protections	514	(1)
Sentencing	514	(6)
Liability for Criminal Actions	520	(3)
In Brief Liability for Criminal Actions	523	(1)
White-Collar Crime	523	(18)
Historical Perspective White-Collar Crime	531	(8)
View from Cyberspace Fighting Cybercrime	539	(2)
Other Federal Regulatory and Tax Offenses	541	(1)
Amnesty and Leniency Programs	542	(7)
The Responsible Manager Ensuring Criminal Law Compliance	545	(1)
Inside Story The CEO as Felon	546	(3)
Key Words and Phrases	549	(1)
Questions and Case Problems	550	(2)
Internet Sources	552	(1)
Environmental Law	553	(32)
Introduction	553	(1)
Environmental Laws	553	(2)
Administration of Environmental Laws	555	(1)
The Clean Air Act	555	(1)
The Clean Water Act	556	(1)
The Resource Conservation and Recovery Act	557	(2)
Economic Perspective Strategic Environmental Management	558	(1)
The Federal Superfund Law (CERCLA)	559	(10)
Environmental Justice	569	(1)
Enforcement of Environmental Laws	569	(5)
Management of Environmental Compliance	574	(7)
View from Cyberspace The EPA Launches ECHO	574	(3)
In Brief Developing an Environmental Compliance Program	577	(1)
Global View Sustainable Development, Global Warming, and the Kyoto Climate Protocol	578	(1)
The Responsible Manager Managing Risks of Environmental Liability	579	(2)
Inside Story Dredging Up the Hudson	581	(1)
Key Words and Phrases	581	(1)
Questions and Case Problems	582	(2)
Internet Sources	584	(1)
Antitrust	585	(48)
Introduction	585	(1)
Agreements in Restraint of Trade: Section 1 of the Sherman Act	586	(14)
Historical Perspective Politics and Economics	587	(1)
In Brief Major Areas of Antitrust Concern	588	(12)
Monopolies: Section 2 of the Sherman Act	600	(7)
Economic Perspective The Regulation of Natural Monopolies	602	(5)
Price Discrimination: The Robinson--Patman Act	607	(1)
Mergers: Section 7 of the Clayton Act	608	(7)
Unfair Methods of Competition: Section 5 of the Federal Trade Commission Act	615	(1)
Antitrust Enforcement	615	(2)
Antitrust Injury	617	(1)
Limitations on Antitrust Enforcement	617	(1)
The Extraterritorial Reach of U.S. Antitrust Law	618	(9)
Global View Antitrust Laws in the European Union	621	(2)
The Responsible Manager Avoiding Antitrust Violations	623	(1)
Inside Story An Operating System by Any Other Name Would Browse as Sweetly	624	(3)
Key Words and Phrases	627	(1)
Questions and Case Problems	627	(4)
Internet Sources	631	(2)
Consumer Protection	633	(42)
Introduction	633	(1)
Commissions and Agencies	633	(1)
Consumer Health and Safety	633	(2)
In Brief Consumer Protection Laws and Their Administration	634	(1)
Food Safety and Labeling	635	(3)
Drugs and Medical Devices	638	(1)
Health Claims and Labeling of Dietary Supplements	639	(2)
Historical Perspective Food and Drug Regulation	640	(1)
Labeling of Other Products	641	(1)
Broadcasting and the Internet	641	(1)
The Consumer Product Safety Commission	642	(1)
Automobiles	643	(1)
Privacy Protections	644	(4)
View from Cyberspace Privacy in the Electronic Age: Eli Lilly's Prozac Website Is a Downer	645	(3)
Junk Faxes, the Do-Not-Call List, and Spam	648	(2)
Political Perspective Stopping Spyware	648	(2)
Unfairness, Deception, and Fraud	650	(8)
State Occupational Licensing	658	(1)
Consumer Credit and the Consumer Credit Protection Act	658	(14)
Global View International Privacy Protection	667	(2)
The Responsible Manager Complying with Consumer Protection Laws	669	(1)
Inside Story What's in a Name? Fighting Identity Theft	670	(2)
Key Words and Phrases	672	(1)
Questions and Case Problems	672	(2)
Internet Sources	674	(1)
Real Property and Land Use	675	(32)
Introduction	675	(1)
Forms of Ownership	675	(2)
Transfer of Ownership	677	(3)
Recording Statutes	680	(1)
Title Insurance	680	(2)
Brokers	682	(1)
Acquisitions and Dispositions	683	(2)
Preliminary Agreements	685	(1)
Financing	685	(3)
View from Cyberspace Electronic Closings	687	(1)
Appraisal Methods	688	(1)
Protective Laws for Borrowers	688	(1)
Commercial Leasing	688	(2)
Government Regulation of Land Use	690	(3)
Regulatory Schemes	693	(4)
Political Perspective Oregon Land-Use Referendum Could End Thirty Years of Smart Growth	696	(1)
In Brief Limits on Land-Use Regulation	697	(1)
Physical Accessibility to Commercial Facilities	697	(4)
The Responsible Manager Buying and Using Real Estate	699	(1)
Inside Story Reclaiming Brownfields	700	(1)
Key Words and Phrases	701	(1)
Questions and Case Problems	702	(4)
Internet Sources	706	(1)
UNIT V Corporate Governance, Ownership, and Control	707	(110)
Forms of Business Organizations	708	(39)
Introduction	708	(1)
Sole Proprietorship	708	(1)
General Partnership	709	(1)
Limited Liability Partnerships	709	(1)
Limited Partnership	710	(1)
Corporations	710	(2)
Limited Liability Companies	712	(1)
Income Tax Considerations	712	(3)
In Brief Choice of Business Entity: Pros and Cons	714	(1)
Ability to Raise Venture Capital	715	(1)
Agency Law and Limited Liability	715	(2)
Partnership Mechanics	717	(5)
Limited Partnership Requirements	722	(1)
Incorporation	723	(2)
Piercing the Corporate Veil	725	(4)
Management of the Corporation	729	(4)
Structural Changes in a Corporation	733	(3)
Tender Offers and Stock Repurchases	736	(5)
The Responsible Manager Choosing the Appropriate Business Organization	737	(1)
Inside Story Focus on Franchises	738	(3)
Key Words and Phrases	741	(1)
Questions and Case Problems	742	(3)
Internet Sources	745	(2)
Directors, Officers, and Controlling Shareholders	747	(36)
Introduction	747	(1)
The Business Judgment Rule and the Duty of Care	747	(7)
View from Cyberspace Shareholder Meetings in Cyberspace	753	(1)
Statutory Limitations on Directors' Liability for Breach of Duty of Care	754	(1)
Duty of Good Faith	755	(2)
Duty of Loyalty	757	(1)
Duties in the Context of Takeovers, Mergers, and Acquisitions	758	(10)
In Brief Application of the Business Judgment Rule	763	(5)
Allocation of Power Between the Directors and the Shareholders	768	(3)
Duty of Directors to Disclose Preliminary Merger Negotiations	771	(1)
Duties of Controlling Shareholders	771	(5)
Political Perspective The Pennsylvania Antitakeover Statute	772	(4)
Greenmail	776	(3)
The Responsible Manager Carrying Out Fiduciary Duties	776	(2)
Inside Story The Long Twilight of Imperial CEOs	778	(1)
Key Words and Phrases	779	(1)
Questions and Case Problems	779	(3)
Internet Sources	782	(1)
Executive Compensation and Employee Benefits	783	(34)
Introduction	783	(1)
Regulation of Executive Compensation	784	(3)
Stock Options	787	(8)
Historical Perspective Effects of Tax Laws on Stock Options	788	(7)
Other Types of Stock Ownership Plans	795	(3)
SEC Regulation of Equity Compensation Plans	798	(1)
ERISA	798	(7)
Other Laws Affecting the Employment Relationship	805	(6)
Global View International Trends in Stock Compensation	807	(1)
The Responsible Manager Six Key Principles Related to Compensation	808	(1)
Inside Story Who Is Watching the Watchdog?	809	(2)
Key Words and Phrases	811	(1)
Questions and Case Problems	811	(4)
Internet Sources	815	(2)
UNIT VI Securities and Financial Transactions	817	(142)
Public and Private Offerings of Securities	818	(47)
Introduction	818	(1)
Federal Statutory Scheme	819	(4)
Historical Perspective Genesis of the 1933 Act	819	(4)
State Blue Sky Laws	823	(1)
Definition of Terms	824	(3)
Registered Offerings	827	(11)
In Brief Decision Tree Analysis of Securities Registration Requirements	828	(10)
Exemptions for Offerings by the Issuer	838	(6)
View from Cyberspace Offerings on the Internet	841	(3)
Exemptions for Secondary Offerings	844	(2)
Offerings Offshore and Regulation S	846	(1)
Reporting Requirements of Public Companies	847	(2)
Violation of the Registration and Prospectus-Delivery Requirements: Section 12(a)(1) of the 1933 Act	849	(1)
Section 11 of the 1933 Act	850	(6)
Section 12(a)(2) of the 1933 Act	856	(2)
Liability of Controlling Persons	858	(1)
Criminal Penalties	859	(2)
The Responsible Manager Complying with Registration Requirements	859	(1)
Inside Story Improper Allocation of ``Hot'' IPO Shares	860	(1)
Key Words and Phrases	861	(1)
Questions and Case Problems	861	(2)
Internet Sources	863	(2)
Securities Fraud and Insider Trading	865	(42)
Introduction	865	(1)
Sections 10(b) and 20 of the 1934 Act and Rule 10b-5	866	(3)
View from Cyberspace Securities Fraud Moves from the Boiler Room to the Internet	868	(1)
Elements of a Rule 10b-5 Cause of Action	869	(16)
Litigation Reform Act Safe Harbor for Forward-Looking Statements	885	(1)
Section 17(a)	886	(1)
Responsibility of Auditors to Detect and Report Illegalities	886	(1)
Sarbanes--Oxley Act of 2002	887	(1)
Definition of Insider Trading	887	(7)
In Brief Decision Tree Analysis of Insider Trading Laws	894	(1)
Rico	894	(1)
Enforcement of Insider Trading Prohibitions	895	(1)
Selective Disclosure and Regulation FD	895	(2)
Other Restrictions on Trading by Officers, Directors, and Greater-than-10 Percent Shareholders	897	(6)
Global View Insider Trading in the European Union	899	(1)
The Responsible Manager Preventing Securities Fraud and Insider Trading	900	(1)
Inside Story Michael Milken and the Insider Trading Scandals of the 1980s	901	(2)
Key Words and Phrases	903	(1)
Questions and Case Problems	903	(3)
Internet Sources	906	(1)
Debtor--Creditor Relations and Bankruptcy	907	(52)
Introduction	907	(1)
Loan Agreements	908	(4)
Commercial Loans Categories	912	(1)
Secured Transactions Under the UCC	913	(3)
Perfecting a Security Interest	916	(1)
Equipment Leasing	917	(1)
Guaranties	918	(2)
Subordination	920	(1)
Lender Liability	920	(2)
Special Defenses Available to the Federal Insurers of Failed Banks and Savings and Loans	922	(1)
Bankruptcy Law	922	(5)
Principles Applicable to All Bankruptcies	927	(10)
Reorganizations	937	(6)
Liquidations	943	(3)
Historical Perspective From Mosaic Law to Vulture Capitalists	945	(1)
Consumer Bankruptcy Under Chapter 13	946	(7)
In Brief Advantages and Disadvantages of Bankruptcy	946	(1)
Global View Harmonization of Insolvency Laws	947	(2)
The Responsible Manager Managing Debtor-Creditor Relations	949	(2)
Inside Story RJR Nabisco Leveraged Buyout	951	(2)
Key Words and Phrases	953	(1)
Questions and Case Problems	953	(4)
Internet Sources	957	(2)
UNIT VII International Business	959
International Law and Transactions	960
Introduction	960	(1)
National Legal Systems	961	(2)
In Brief Comparison of Common Law and Civil Law	963	(1)
Sources of International Law	963	(4)
Political Perspective The Importance of Fast-Track Authority for U.S. President	964	(3)
National Laws	967	(2)
U.S. Trade Regime	969	(5)
International Trade Regimes	974	(6)
View from Cyberspace WTO Tackles Electronic Commerce	976	(4)
Regional Economic Integration	980	(4)
International Transactions	984	(13)
The Responsible Manager Expanding into International Markets	994	(1)
In Brief Thinking Internationally	994	(1)
Inside Story The European Union Constitution: United in Diversity	995	(2)
Key Words and Phrases	997	(1)
Questions and Case Problems	998	(4)
Internet Sources	1002
Appendix A The Constitution of the United States of America	1	(7)
Appendix B The Uniform Electronic Transactions Act [Excerpts]	8	(1)
Appendix C Title VII of the Civil Rights Act of 1964 [Excerpts]	9	(1)
Appendix D Americans with Disabilities Act of 1990 [Excerpts]	10	(1)
Appendix E National Labor Relations Act [Excerpts]	11	(3)
Appendix F Sherman Antitrust Act [Excerpts]	14	(1)
Appendix G Clayton Act of 1914 [Excerpts]	14	(1)
Appendix H Federal Trade Commission Act of 1914 [Excerpts]	15	(1)
Appendix I Robinson-Patman Act [Excerpts]	15	(1)
Appendix J Securities Act of 1933 [Excerpts]	16	(3)
Appendix K Securities Exchange Act of 1934 [Excerpts]	19	(1)
Appendix L Rule 10b-5, 10b5-1, and 10b5-2 from Code of Federal Regulations	19	(2)
Appendix M Rule 14e-3 from Code of Federal Regulations	21	(1)
Appendix N Sarbanes--Oxley Act of 2002 [Excerpts]	22
Glossary	1	(1)
Index	1