COURSE NUMBER: MBA 277.2
COURSE TITLE: Managing the Legal
Environment of Business
UNITS OF CREDIT: 2
INSTRUCTOR: Noel W. Nellis
E-MAIL ADDRESS: nnellis@orrick.com
CLASS WEB PAGE LOCATION (HTTP URL): http://bspace.berkeley.edu
MEETING DAY(S)/TIME: Thursdays,
4:00-6:00 PM
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 resolve legal problems and manage legal risk in a
cost-effective manner. 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 substantive topics that will be studied
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 -- the
effect of securities laws and regulations on venture financing, IPOs, and
on-going operations
•
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, 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., wrongful discharge, discrimination and workplace
sexual harassment
•
Bankruptcy reorganizations under Chapter 11
•
Doing business internationally
BIOGRAPHICAL SKETCH:
Noel W. Nellis:
Adjunct Professor at the Haas Business School; Senior Counsel 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.