ACCTG 351B: Business Law (San Francisco, Fall 2013)
INSTRUCTOR: KRISTIN L. ROSI Work: (415) 538-4387 FAX: (415) 904-5854 E-mail: krosi@ggu.edu

In addition to working as an Adjunct Professor at Golden Gate University, I am employed as an Administrative Law Judge with the California Department of Insurance and as a Pro Tem Judge with the Alameda County Superior Court. Prior to becoming an ALJ, I was the Senior Regional Attorney at the California Public Employment Relations Board, where I authored a treatise on public sector employment. I was awarded an A.B. in Psychology and Women’s Studies by Smith College in 1992; a J.D. (Public Interest Scholar) by University of California, Hastings College of the Law, 1995; and am currently working on my PhD in Judicial Studies from the National Judicial College at the University of Nevada, Reno.

OFFICE HOURS: My office is located 1.5 blocks from 536 Mission St., so I can meet there by appointment. Please telephone or email me as early as possible for an appointment.

COURSE DESCRIPTION: Focuses on the legal, regulatory and ethical context of professional accounting practice. This course will consider the law and the legal environment within which certified public accountants practice and the most important areas of the law affecting clients. Topics covered in this course are the law of administrative agencies; the regulation of professions generally and of accounting specifically; ethics and professional responsibility, the AICPA's Code of Professional Conduct and the IMA's Statement of Ethical Professional Practice. Corporate governance, Sarbanes Oxley, and securities law will be emphasized.

COURSE OBJECTIVES: The course introduces the concepts and terminology of several fields of U.S. Business Law, as well as professional ethics, as applied to a variety of real world problems. Upon completion of ACCTG 351B, you should be able to recognize legal and ethical

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problem situations; recognize when to seek expert legal and ethical counsel; and identify, summarize, and communicate, orally and in writing, the essential elements of the claims and judicial resolution of legal cases. Your ability to achieve these objectives will be evaluated by your performance on the case briefs, class discussions, and an excruciatingly final examination. TEXTBOOK: The textbook is Cheeseman, Business Law: Legal Environment, Online Commerce, Business Ethics, and International Issues, 8th ed. (ISBN 978-0-13-289041-0). COURSE ASSIGNMENTS: (1) You must turn in a case brief (i.e., a one-page “executive summary”) each week from Meeting #2 through Meeting #14, inclusive; (2) Lead (when designated by instructor) and participate in weekly class discussions of the cases; and (3) Take an excruciatingly difficult final exam.

Each brief must be done in the style and format described at pp. 5-9, below, with the following modifications: a brief may not exceed 1 page, with one-inch margins all the way around, at least 1.5 spacing, and at least 10-point font. To earn an “A,” logic, clarity, cogency, and interest must be evident. An “A” paper must be neatly typed, with virtually no errors in grammar, spelling, and style. A “B” paper will be well-written but will lack the “spark” of an “A” paper and may contain errors. A “C” paper will contain errors and be poorly written and/or organized. Lower grades are awarded for sub-standard papers. Late papers will be penalized according to the following formula: [(awarded points)(.97n)], where “n” = number of days late. You may work together to analyze and brief the cases, but each brief must be your own work. Plagiarism will not be tolerated!

Every student is expected to be an active participant in all class and CyberCampus discussions, including recitation of the facts, issue, rule, and judicial analysis, as well as ethical issues, of the cases assigned for briefing, as designated by the instructor from week-to-week. The quality of

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participation, not the quantity of participation, is the primary indicator of effective class participation.

GRADING CRITERIA:

Assignment Weekly Writing Assignments (Mtgs 2-14: 5 points per brief) Final Exam (Wk 15, with 3 case analyses: 30 points) Class Participation (every week: course total = 5 points) TOTAL 95%-100%=A 83%-86%=B 71%-74%=C 50%-62%=D

Points 65% 30% 5% 100% 91%-94%=A79%-82%=B67%-70%=Cbelow 50%=F

Grading Scale: 87%-90%=B+ 75%-78%=C+ 63%-66%=D+

CYBERCAMPUS: I encourage you to regularly log on to the CyberCampus page for this course. The CyberCampus page includes the Syllabus, a Discussion Forum for each week, as well as a Gradebook and Weekly Assignment page. Additionally, during the semester I will post links to relevant professional responsibility rules and other documents meant to enhance your understanding of the legal rules and regulations applicable to your practice of accounting.

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Session 8/29 9/5 Introduction to the Legal System Constitutional Law, Administrative Law, Licensure  Read Cheeseman, Chapters 4 and 43  Brief due: McBride v. California Bd. of Accountancy (2005) 130 Cal.App.4th 5181 9/12 Criminal Law, Ethics  Read Cheeseman, Chapters 8 and 42  Brief due: Clare v. Cal. State Bd. of Accountancy (1992) 10 Cal.App.4th 294 9/19 Property, Wills/Trusts, Family Law  Read Cheeseman, Chapters 47-49 and 52-53  Brief due: In the matter of Estep (2006) 933 A.2d 763 9/26 Torts, Contract Intro  Read Cheeseman, Chapters 5 and 9  Brief due: Mattco Forge v. Arthur Young & Co. (1997) 52 Cal.App.4th 820 10/3 Contracts  Read Cheeseman, Chapters 10-14  Brief due: Billings Clinic v. Peat Marwick Main & Co. (1990) 244 Mont. 324 10/10 Contracts (cont.), UCC Art. 2  Read Cheeseman, Chapters 15-16 and 18-20  Brief due: Weber v. Christian (1997) 52 Cal.App.4th 645 10/17 Product Liability, Commercial Transactions  Read Cheeseman, Chapters 6 and 21-25  Brief due: U S West Financial Services, Inc. v. Cipriano, 1990 U.S. Dist. LEXIS 7364

 Read Cheeseman, Chapters 1-3 and 54

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Download assigned cases from the LexisNexis Academic database, available through GGU’s electronic library— click on the “Legal” tab, and insert the case citation in the “Shepard’s Citations” field or the case name in the “Federal and State Cases” field.

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Session 10/24 Debtor/Creditors, Bankruptcy  Read Cheeseman, Chapters 26-28  Brief due: In re Romano (2006) 353 B.R. 738; 2006 Bankr. LEXIS 2953 10/31 Agency, Sole Proprietorships, Partnerships  Read Cheeseman, Chapters 29-30, 34-35 Brief due: King v. Stoddard (1972) 28 Cal. App. 3d 708 (Must be emailed to instructor by 4pm on July 11th) 11/7 Corporations  Read Cheeseman, Chapters 36-39  Brief due: Bolt v. Merrimack Pharm., Inc., 503 F.3d 913 (9th Cir., Cal. 2007) 11/14 SEC & Antitrust… and practice exam questions  Read and discuss Cheeseman Chapters 41-46  Brief due: Murphy v. BDO Seidman (2003) 113 Cal. App. 4th 687 11/21 Sarbanes-Oxley… and practice exam questions  Read and discuss Cheeseman Appendix C  Brief due: In re ProQuest Secs. Litig., 527 F. Supp. 2d 728 (E.D. Mich. 2007) 11/28 NO CLASS – THANKSGIVING HOLIDAY 12/5 Accountant’s Liability… and Exam Review: In-Class Trivia!!!  Read Cheeseman, Chapter 51  Brief due: Bily v. Arthur Young & Co. (1992) 3 Cal.4th 370 12/12 Excruciatingly Difficult Final Exam

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ATTENDANCE: When you must miss a class, it is your responsibility to catch up on your own, find out what material was covered, check with your classmates for any announcements or other information, and get a copy of the notes from one of your classmates. I do not give out my notes and slides and I absolutely will not re-teach material outside of class to students who miss class without excuse. Further, students who have missed many previous class sessions tend to hold the rest of the class back. EMAIL ETIQUETTE: Identify yourself in every email. Allow at least 24 hours for a response. When you email any professor, academic advisor, prospective employer, or graduate school admissions officer, remember that what you write and how you write it will shape the recipient’s perception of your intelligence and professionalism.

CLASS CONDUCT: Each student is expected to help maintain a positive and respectful classroom environment where each of us is valued equally as a human being, regardless of our views, race, gender, sexual orientation, income, background, or aptitude in economics or any other subject. I prohibit any behavior that makes it harder for me to conduct the class or harder for students to learn in class; such behavior includes (but is not limited to) use of a cell phone.

ACADEMIC DISHONESTY: All students must familiarize themselves with and agree to the GGU Student Code, which prohibits academic dishonesty and explains what happens when a student commits acts of academic dishonesty. I support these policies and enforce them. Understanding the importance of this issue is in your best interest as an honorable student who does not engage in academic dishonesty. What’s at risk here is no less than the value of a GGU degree, because academic dishonesty means that some students receive grades (and even degrees) without fully learning the skills those grades and degrees represent. These students then go on the job market, and prospective employers start to develop the perception that a GGU degree does not necessarily represent a high-quality candidate with the skills and knowledge needed for success. This perception makes it harder for those students who truly earned the GPAs that appear on their transcripts. Thus, academic dishonesty is nothing less than stealing from other students. It is important for all of us, faculty and students alike, to help develop a culture that sees cheating as what it really is--stealing from other students-- and a culture in which each of us values our integrity more highly than our GPAs.

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