ACCT 351: BUSINESS LAW II
SYLLABUS
Spring 2015
Prof. Sheldon D. Pollack
Department of Accounting & MIS
This course is the second semester in a two-course sequence designed to acquaint accounting majors with the U.S. legal
system as it relates to the accounting profession. We will cover the following topics: agency law, business entities,
corporate law, securities law, environmental law, property law, wills and estate planning, and family law. These topics
are of particular concern to businesses and professionals operating in the U.S.
You are expected to read all assigned chapters from the text before class. You also are expected to read all of the assigned
cases and problems from the text. My teaching generally consists of lecturing; however, questions and discussion are
always welcome! Indeed, some classroom participation is required of all students. You will be asked to “present” one
or two cases during the semester. This involves reading your assigned case extra carefully and presenting to the class a
description of the main facts and legal issues. Here is a summary of the recommended format for your in-class
presentations of your assigned cases: http://udel.edu/~pollack/Acct350/Handouts/briefing_court_case.pdf
Attendance:
Students must attend at least 70% of classes to receive credit! Attendance will be taken.
Electronic Devices: Use of a laptop in class without my permission is forbidden. Texting during class is forbidden.
Texting during an exam is grounds for suspension from the University. Please turn off cell phones before class.
Text:
The text is Henry R. Cheeseman, Business Law (Prentice Hall, 8th edition, 2013). There is an optional
student study guide in the bookstore that may be useful to some students, although I do not think it is very helpful.
(I put a copy on reserve in the Morris Library.) The publisher has posted some online study material that you may find
useful. Check it out at: http://wps.prenhall.com/bp_cheeseman_blaw_8/225/57726/14777958.cw/index.html
Online Casebook:
This is an online collection of cases. We will read selections during the course of the semester.
Print out the assigned cases as we go along. The casebook is posted online (along with the syllabus and other course
materials) on the homepage for Accounting 351 at: http://udel.edu/~pollack/Acct351.htm
Legal Research Cases and other legal materials can be found by using the online research service “Lexis/Nexis.”
Lawyers and researchers use this research tool, which is available for free through our library. Lexis (the law database)
can be reached at the library homepage: http://www.lib.udel.edu/ Under “Databases” plug in “Lexis/Nexis Academic.”
Go into this database and click on the library “US Legal” (on left-hand margin). Here you will find libraries for “Federal
and State Cases,” “Federal and State Statutes, Code, and Regulations), “Tax Law,” and “Law Reviews.”
Exams & Grading:
There will be two exams in class during the semester and a 90-minute non-cumulative final
exam. I will count the two highest grades from the three exams as 35% of your grade and the lowest of the three exams
as 20% of the your final grade. Class participation will count for the remaining 10% of your grade. (Warning: Failure
to show up to class to present your case will result in a failing grade in participation!) Grading will use the plus/minus
system. Make-up exams will be permitted only under the most compelling circumstances and only with my prior
permission. The grading scale for the course is:
A
AB+
B
B-
93 – 100%
90 – 92.9%
87 – 89.9%
83 – 86.9%
80 – 82.9%
C+
C
CD+
D
77 – 79.9%
73 – 76.9%
70 – 72.9%
67 – 69.9%.
63 – 66.9%
DF
I
60 – 62.9%
< 60%
Incomplete
Office Hours: My office is Purnell 216, and my secretary is in Purnell 206B. Office hours are Tuesday &
Thursday at 10:30 to 11:45 am and then again at 4:50 pm, but I am around many other times as well. Feel free to
contact me to set up a meeting either after class or by e-mail at: pollack@udel.edu
ASSIGNMENTS
(revised 05/12/15)
Class:
Topic:
Assignment:
1
2
Introduction
Agency Law
3
Agency Law
4
Sole Proprietorship
Chapter 28: chapter 13 bankruptcy (pp. 474–77) and chapter 11 bankruptcy (pp. 478–81)
Chapter 29: (pp. 487–97); Critical Legal Thinking Cases 29.3, 29.5 (pp. 498–99);
Online Casebook: Bolus v. United Penn Bank; IRS Form SS-8 (online)
Chapter 30: (pp. 501–12); Case 30.2 (p. 510); Crit. L. Cases 30.2, 30.6 (p. 513)
Online Casebook: Edgewater Motel v. Gatzke
Chapter 34 (pp. 565–68); Case 34.1 (p. 567); Online Casebook: Vernon v. Schuster
5
General Partnerships
6
Limited Partnerships
7
Corporations: Formation
Chapter 34 (pp. 568–78): Online Casebook: Vohland v. Sweet;
Zuckerman v. Antenucci; Crit. L. Cases 34.3, 34.5, 34.6 (pp. 578–79)
Chapter 35 (pp. 582–90): Crit. L. Cases 35.1, 35.3, 35.5 (pp. 591–92)
Online Casebook: Frigidaire Sales v. Union Properties
Chapter 36 (pp. 594–613): Crit. L. Case 36.5 (p. 615); Online Casebook: Coopers & Lybrand v. Fox
8
March 17
Exam #1: in class
9
Corporations: D & O
10
Corporations: D & O
Chapter 37 (pp. 618–24): Crit. L. Cases 37.2, 37.3, 37.4 (p. 635)
Online Casebook: Kinney v. Polan; Geringer v. Wildhorn Ranch
Chapter 37 (pp. 624–34): Online Casebook: Smith v. Van Gorkom
11
Corporations: Mergers
Chapter 38 (pp. 639–50); Online Casebook: In re Shell Oil Co.; CTS Corp v. Dynamics Corp.
Crit. L. Cases 38.4, 38.5, 38.7 (p. 652)
March 31 & April 2
Spring Vacation: no classes
12
LLCs & LLPs
Chapter 39 (pp. 655–69): Case 39.1 (p. 661); Crit. L. Cases 39.2, 39.3, 39.4 (pp. 669–70)
13
Franchises
14
Securities Law: intro
15
Securities: 1933 Act
Chapter 40 (pp. 673–85): Case 40.1 (p. 679), Case 40.2 (p. 680); Crit. L. Cases 40.2, 40.9 (pp. 686–87)
Online Casebook: Cislaw v. Southland; Holiday Inns v. Shelburne
Chapter 41 (pp. 690–92); Online Casebook: SEC v. Howey; Hocking v. Dubois
Crit. L. Case 41.1 (p. 706)
Chapter 41 (pp. 692–99): Online Casebook: Escott v. BarChris; Crit. L. Case 41.3 (p. 707)
16
April 21
Exam #2: in class
17
Securities: 1934 Act
18
Accountants’ Liability
19
Accountants’ Liability
Chapter 41 (pp. 699–705): Case 41.1 (p. 702); Crit. L. Case 41.6 (p. 707)
Online Casebook: SEC. v. Texas Gulf Sulphur; Chiarella v. U.S.;
U.S. v. Carpenter; Stoneridge Investment LLC. v. Scientific-Atlanta; material on Sec. 16(a) and (b)
Chapter 51 (pp. 857–67 and 869–70): Case 51.1 (p. 861), Case 51.2 (p. 863); Crit. L. Cases 51.1, 51.5,
51.7 (p. 871–72); Online Casebook: Rosenblum v. Touche Ross; Herzfeld v. Laventhal
(continued); film on securities fraud
20
Personal Property
21
Real Property
22
Wills, Trusts & Estates
23
Wills, Trust & Estates
Chapter 47 (pp. 789–800): Case 47.1 (p. 793), Case 47.2 (p. 795);
Crit. L. Cases 47.1, 47.5, 47.6 (p. 801)
Chapter 48 (pp. 805–818): Case 48.2 (p. 815); Online Casebook: Ford v. Venard;
Cunningham v. Hastings; Crit. L. Cases 48.2, 48.3, 48.6 (pp. 819–20)
Chapter 52 (pp. 877–890): Case 52.1 (p. 888); Online Casebook: In re Estate of Potter;
Bailey v. Clark; Crit. L. Cases 52.4 and 52.5 (p. 892)
(continued)
May 19 @1:30 pm in Purnell Hall room 115
review session followed by final exam (at your option)
May 27 @ 7:00 pm in Willard Hall room 007
final exam