COURSE NUMBER: MBA 275.1

COURSE TITLE: Managing the Legal Environment of Business

UNITS OF CREDIT: 2 Units

INSTRUCTOR: Noel W. Nellis

PREREQUISITE(S): None

CLASS FORMAT: Lectures by instructor; guest lectures by business people and attorneys representing major Bay Area companies; and class discussion based on the lectures and assigned reading materials.

REQUIRED TEXTBOOK: The Entrepreneur’s Guide to Business Law (4th ed. 2012) by Constance E. Bagley and Craig E. Dauchy. Handouts will also be distributed in advance for certain topics.

BASIS FOR FINAL GRADE: 20% class participation, 30% mid-term exam or paper; 50% final exam.

ABSTRACT OF COURSE CONTENT AND OBJECTIVES: This course offers a practical and business-oriented presentation of legal and regulatory issues and problems that most commonly confront entrepreneurs, CEOs and managers, including a survey of the major topics listed below. The course is intended to broaden the business student’s perspective and knowledge concerning the American legal system and the legal process, so that he or she is prepared to (a) identify, analyze and deal with legal issues affecting his or her own company, before those issues become major problems, (b) strategically manage legal issues so as to prevent, shift or resolve legal risks, (c) understand and respond to the legal, public policy and political bases underlying laws and regulations affecting the business community, and (d) work effectively and efficiently with inside and outside legal counsel to anticipate and resolve legal problems and manage legal risk in a cost-effective manner. In the class, we'll discuss, for example, whether a “disruptor", like Uber, could be more successful more quickly if its “disruption” strategy reflected more perspective and knowledge about the law and the legal process. In sum, the class affords a unique opportunity to acquire knowledge and insight about a critical aspect of business life that is not otherwise extensively or at all treated in the business school curriculum.

MAJOR SUBSTANTICE TOPICS THAT WILL BE STUDIES AND DISCUSSED INCLUDE:

· Key legal concepts and issues associated with starting and running a business

· When and how to hire an attorney and how to manage and work with legal counsel

· Choosing the appropriate business entity (e.g., corporation vs. limited liability company or partnership) and structuring the ownership of a business

· Legal and other issues in raising capital for business enterprises: what business people should know about securities laws and regulations and their effect on venture financing, IPOs, crowd-funding proposals, and on-going operations, including discussion of insider-trading issues

· Corporate governance issues (e.g., choosing board members, role of board committees and independent directors, compensation of board members, and legal and regulatory changes and trends affecting boards, directors and officers of a company)

· Understanding the litigation process and how law suits work and get settled, arbitration and alternative methods of dispute resolution, and understanding and dealing with class-action litigation

· Intellectual Property Law (patents, copyrights, trademarks, trade secrets and licensing)

· Understanding and dealing with antitrust laws

· Employment law issues, e.g., independent contractor vs. employee classifications, wrongful discharge, discrimination and workplace sexual harassment

· The geopolitical legal environment—planning and handling international business transactions

CAREER FIELD: Law and regulation cut across and affect every field of business, and thus this course provides essential background knowledge and practical advice for MBAs contemplating a career in virtually any field of business activity, with a particular emphasis on what a manager or advisor of a business needs to know about the law and the legal process in order to effectively operate and run, or advise, a company, whether a start-up or a going concern.

BIOGRAPHICAL SKETCH: Noel W. Nellis: Adjunct Professor at the Haas Business School; partner (retired, 2013) at Orrick, Herrington & Sutcliffe, LLP, San Francisco; BA, University of California, Berkeley and JD, University of California, Berkeley (Boalt Hall). Mr. Nellis has been teaching Managing the Legal Environment of Business (and predecessor courses) in the Haas MBA program since 1995.