College of Business Semester Course SyllabusSpring, 2012

Section 01I

Course Prefix/Title: BUAD 3260 – Business Law II (3 undergraduate credit hours)

Prerequisite: Junior Standing

INSTRUCTOR: Charlie Penrod, J.D. – Assistant Professor - penrodch@nsula.eduOFFICE: 313 Russell HallTELEPHONE: 318-357-5692OFFICE HRS: MW 9:00-11:30; TR – 8:30-11:00

COLLEGE OF BUSINESS FAX: 318-357-5990 – Make any faxes directed to my attention

Required Text: Business Law: Text and Cases; By Clarkson, Miller, Jentz and Cross; Cengage Learning; ISBN: 13:978-1-111-06998-8.

Northwestern State University Bookstore Link: http://www.campuscornerinc.com/nsubookstore/main.asp

Catalog Description and Objectives: Legal concepts underlying the area of sales, creditor’s rights, secured transactions, bankruptcy, business organizations including sole proprietorships. Partners and corporations, lenders and directors liability, and accountant liability. Prerequisite: Junior standing.

The objectives for this course are:

1. Correctly identify possible deficiencies in a sales contract and correctly analyze whether a sales contract is valid and binding.

2. Critically examine claims of competing creditors to determine the correct order of perfection for a security interest in property.

3. Analyze claims of unfair competition and antitrust to determine their validity.4. Discuss the legal boundaries of accountant liability and privilege from

testifying in an adversary proceeding.5. Recognize the steps to be taken to enforce a defaulted security interest through

executory process or ordinary process6. Distinguish between Chapter 7 and Chapter 13 bankruptcy, including the

advantages of both forms.

Upon completion of this course the students will be able to:

7. Analyze the fundamental issues involved in forming a valid and binding sales contract.

8. Understand the steps to be taken to create a valid and enforceable security interest in property.

9. Discuss the legal boundaries of accountant liability and privilege from testifying in an adversary proceeding.

10. Know and apply the steps to be taken to enforce a defaulted security interest through executory process or ordinary process

11. Distinguish between Chapter 7 and Chapter 13 bankruptcy, including the advantages of both forms

Disability Statement:

It is the policy of NSU to accommodate students with disabilities, pursuant to federal law, state law, and the university’s commitment to equal educational opportunities. Any student with a disability who needs accommodation, for example in seating placement or in arrangements for examinations, should inform the instructor at the beginning of the course. Students with disabilities are encouraged to contact the Office of Disabilities Support Services, which is located in Kyser Hall, Room 237, Phone 357-6950.

Classroom Civility Statement:

Each Northwestern State University student is encouraged to help create an environment that promotes learning, dignity, and mutual respect for everyone in the learning environment. Students who speak at inappropriate times, take frequent breaks, interrupt the class by coming to class late or leaving early, engage in loud or distracting behaviors, use cell phones or pagers (other noise-making devices like watches with alarms), listen to headphones/CDs, play with computers or hand held games, use inappropriate language, are verbally abusive, display defiance or disrespect to others, or behave aggressively toward others during the class period may be asked to leave the class and subjected to disciplinary action under the Northwestern State University Student Code of Conduct and Sanctions (Article VII Sanctions). The instructor of a course may deem additional behaviors or actions inappropriate; these action or behaviors will be outlined in the course syllabus. Copies of the infractions and sanctions are available on the NSU web sits at http://www.nsula.edu/studenthandbook/page100.htm.

Instructor Response and Availability: The instructor will:

Check and grade assignments within one week after the due date. Respond to emails within 24 hours of receipt. The instructor checks his e-mail

daily and will provide feedback within 24 hours. Normally, I will respond to your e-mails in less than 5 hours.

COURSE SCHEDULE

The course will generally follow the chronology set forth in this course schedule. I will supplement the course with lecture notes, lecture videos specifically tailored to the week’s material, and links to internet web sites that will cover the material. We will ease into the course slowly at first and speed up in the middle of the semester. Your assignments will be posted by Monday of the particular week, so be sure to check the “Assignments” section of Moodle frequently.

Please let me know if you are a graduating senior. Graduating seniors do not take the FINAL exam UNLESS the graduating senior has a “D” or “F” in the course. Make arrangements with the professor in this case.

Finally, our standard week will be Monday through Sunday. A week’s material begins on a Monday and ends on a Sunday. Once Sunday at midnight passes, I will no longer accept discussion board responses for that week.

UNIT ONE: Contracts and Sales

1. Week 1 – January 9-15 – Introduction to the Course and Chapter 31 – Agency Relationships

2. Week 2 – January 17-22 – Chapters 11 and 12 – Agreement and Consideration

3. Week 3 – January 23-29 – Chapter 17 – Performance of Sales Contracts, including risk of loss, passage of title, and sales by nonowners

4. Week 4 – January 30-February 5 – Chapter 23 – Warranties and Product Liability

ONLINE EXAM REVIEW – Wednesday, February 1 at 7:00

SAMPLE QUESTIONS – Due by Sunday, February 5 at 11:55 PM

UNIT ONE TEST – FEBRUARY 6 (MONDAY) UNIT TWO – Business Restrictions and Secured Transactions

5. Week 5 – February 6-February 12– Chapter 29 – Credit and Secured transactions – Attachment and Perfection

6. Week 6 – February 13-19 - Chapter 29 – Credit and Secured transactions continued – Priority and other secured transactions

MARDI GRAS HOLIDAY – February 20-21

7. Week 7 – February 22-26 – Supplemental notes on Foreclosure, Executory Process and Exemptions from Seizure

8. Week 8 – February 27-March 4 – Supplemental notes on Foreclosure, Executory Process and Exemptions from Seizure continued

MIDTERM GRADES DUE – March 4

FINAL DAY TO DROP COURSES WITH A “W” – March 9

9. Week 9 – March 5-11 – Chapter 30 – Bankruptcy

ONLINE EXAM REVIEW – Wednesday, March 7 at7:00

SAMPLE QUESTIONS – Due by Sunday, March 11 at 11:55 PM

UNIT TWO TEST – March 12 (MONDAY)

UNIT THREE: Business Entities and Their Characteristics

10. Week 10 – March 12-18 – Chapter 46 – Sherman Section 1 Antitrust Violations

11. Week 11 – March 19-25 – Chapter 46 – Sherman Section 2 and Clayton Antitrust Violations

12. Week 12 – March 26-April 1 – Chapter 41 - Insider Trading

13. Week 13 – April 2-April 8 – Accountant’s Liability and Privileges – (and additional supplemental lecture notes)

SPRING BREAK (NO COURSE WORK THIS WEEK) – April 9-14

ONLINE EXAM REVIEW – Wednesday, April 11 at 7:00

SAMPLE QUESTIONS: Due by Sunday, April 15 at 11:55 PM

UNIT EXAM THREE – April 16 (MONDAY)

14. Week 14 – April 16-22 - Final review - ONLY one discussion board comment is required for this week.

ONLINE FINAL EXAM REVIEW – Wednesday, April 18 at 7:00

PAPER DUE – April 20 (FRIDAY)

FINAL EXAM – April 25 (WEDNESDAY) (Comprehensive)

COURSE CONTENT

We will begin this class discussing a fundamental aspect of the business world: contracts. Businesses enter a variety of contracts every day; however, no contract is worth the paper it is written on unless both parties can be sure that the contract is legal and enforceable in case one side refuses to perform his/her side of the bargain. It is absolutely vital to know and understand what the legal requirements are for the formation of an enforceable contract.

Next, we will turn to the legal rules for forming a specific type of contract: the sales contract. The rules regarding a sales contract are found in Article 2 of the Uniform Commercial Code (UCC) and we will become very familiar with that particular statute. The UCC has been adopted by 49 states and the District of Columbia. The only state that has yet to adopt the UCC in its entirety is (yep, you guessed it) Louisiana. We will cover some of the differences between Louisiana law and the UCC as they arise, but this class will primarily focus on the UCC. As many of you accounting majors know, a sizable part of the CPA exam covers Business Law. The Business Law part of the CPA exam tests the application of the UCC, so we will concentrate our efforts on learning the UCC rules.

After we complete our survey of the law of sales, we will next turn to the bane of many Business Law students: secured transactions. A secured transaction is essentially a mortgage – a right of a non-owner to seize and sell property, and collect the proceeds from the sale, when the owner of that property defaults on a loan payment. Ensuring that the security interest in property is legal is of paramount importance. We will then discuss the ramifications of a debtor filing bankruptcy and how that affects the validity of a secured transaction.

Finally, for all of you accountants out there, we will discuss when accountants can be liable for their professional acts and when accountants can and cannot be forced to testify about the professional services rendered to their clients. All accountants need to know and be aware of these rules, for they are an integral part of the accountant’s daily working environment.

I encourage and welcome questions and comments about the material. You can e-mail me and I will respond within 24 hours, or you can post your question on the discussion board and I (or other students) will answer it there.

COURSE PROCEDURE

Proctored Exams

MAKE SURE you read the proctoring procedure. Please understand that all three unit exams and the final exam will be proctored in this class. This means that you can take your test in front of me at three specific times, or you can find your own proctor to supervise you while you take your test. After you have read the proctoring procedure guidelines, please go to the Discussion Board and type out the mandatory response, so that I know you have read those materials and know what is expected. You will not be able to receive any grades in the course until that is completed!

For those of you who are unable to make those test times, or live off-campus, it is YOUR responsibility to find a proctor. I will need a phone number and e-mail address for the proctor. I will e-mail the password to the proctor who will then open your test for you. Please consult the proctoring procedures for more information.

IF YOU ARE USING AN OUTSIDE PROCTOR, YOU MUST TELL ME THEIR NAME AND AN E-MAIL ADDRESS FOR THAT PROCTOR BY JANUARY 27!!!

Course Layout

After you have reviewed the material in the “Start Here” button, feel free to explore the Moodle shell, such as “Professor Info”, and “Assignments”.

PLEASE CHECK THE “ASSIGNMENTS” SECTION IN MOODLE OFTEN! I will be placing the discussion board questions there, my lecture notes, my lecture videos, and other related material. Just be aware that the videos do not contain all of the information you need to know for the exam – everything in the lecture notes is fair game!

The material for this course is divided up into “Week” blocks. Every Monday, I will post a folder in the “Assignments” section with the lecture notes for the week and any statutes or websites that we will be viewing for that week. This is very important!

Your exams and sample questions will be located under the “Exams/Sample Questions” block in Moodle.

Students are expected to activate their NSU email account and check their email daily. YOU SHOULD CHECK YOUR E-MAIL AT LEAST THREE TIMES PER WEEK! I use e-mail frequently to communicate with both the class as a whole and to individual students.

Additional assignments and announcements, if any, will be placed on Moodle. It is the student’s responsibility to stay current with assignments and class activities. Any

student who engages in cheating or plagiarism will be given an “F” for the class. Disruptive, abusive, or insulting language will not be tolerated and students who disrupt the class may be dropped from the class.

Online Exam Review Sessions: On the week before the exams, I will open up a "virtual chat" in the online chat room. The chats are always on Wednesday nights at 7:00. For the first exam, the online chat will be on February 1. For the second exam, the online chat will be on March 7. For the third exam, the online chat will be on April 11. For the final exam, the chat will be on April 25. During these chat reviews, I will give you a study guide and tell you where to emphasize your studying for each of these exams. I HIGHLY recommend you take advantage of these chats.

To get to the chat room, click on the “Exam review chat room” link in the “Chat Room” box near the bottom of Moodle. A new page will appear with a link in them idle of page that says, “Click here to enter chatroom”. That link will take you to the chat room.

Attendance Policy : Students are expected to attend class regularly and on time. To enforce this policy, a permanent attendance record will be kept for each student. As an online course, you are expected to log in to the course at a minimum of two days per week. Students that receive excessive, unexcused absences may be dropped from the roll. The above rules apply to unexcused absences. Excused absences will not be counted against you.

Northwestern State University’s stated attendance policy states that if you stop actively participating in this course, the date of your last log-in will be considered your date of last attendance. Do not assume you will be dropped if you stop logging on. If you feel you cannot stay current with the work at hand, you must drop the course. If, at any point during the semester, you exceed two full weeks without logging in (whether consecutive or not), you are subject to being dropped from the course for non-attendance or receive an F for non-completion.

Library Utilization : You will not need to use the library for this course.

Computer Utilization: Students will be required to use a computer to prepare and submit a paper for this class. The student must also use a computer to complete the discussion board responses as well as take the examinations. Students are required to use Blackboard as a vehicle for teaching this class. Further, it is a REQUIREMENT of this course to use your NSU e-mail and check it regularly, at least once per day!

Technology Requirements: A computer with the following minimum configuration:- Microsoft Windows 2000, XP or later version- 800 MHz processor- 512 MB of RAM (main memory)- 40 MB of hard-disk space

Examinations and Grading :

Grading: A=100-90%; B=89-80%; C=79-70%; D=69-60%; F=59-0%The requirements for the class are as follows:

1. Three tests worth 100 points eachThe tests will be comprised of multiple choice, short answer and one short essay question.

The tests will be timed and you will have 1 hour and 30 minutes to take your exam. For those of you using outside proctors, you must take your test with that proctor on the in the 24 hour period on which the test date is scheduled. So, for the first exam, on February 6, a student can take his/her exam with an outside proctor from midnight to midnight on the 6th, but AT NO OTHER TIME!

For those of you who are taking the exams with me in Russell Hall, you will have TWO different times in which you can take the test - 4:00, or 5:45 PM. These testing sessions will be in Russell Hall and I will proctor them. If you cannot make any of these times, it is YOUR responsibility to find an outside proctor to proctor your test on THAT SAME DAY.

If you have any problems accessing the test, let me know as soon as possible. The tests will be open book, open notes, but not open friend. You are not to discuss the test with anyone else in the class either before, during, or after the time in which the test is open.

I will NOT give a makeup exam for missing a test. If you have a University approved and authorized excuse, however, I will count your lowest test grade twice. For example, if your scores are 60 and 90 and you miss a test, the 60 will replace the missed test, provided that the absence is excused. This procedure does not apply to the final exam. Failure to take the final will automatically give you a zero for that grade. If you do NOT have a University approved excuse, you will not be able to make-up the test and you will receive a zero for that exam!!!!!

GRADUATING SENIORS DO NOT TAKE THE FINAL EXAM UNLESS THE SENIOR’S GRADE IS A “D” OR AN “F”! IF THAT IS THE CASE, MAKE ARRANGMENTS WITH THE PROFESSOR AFTER THE THIRD UNIT TEST.

This semester, I am trying a new experiment. One issue online students often have is that it is sometimes impossible to see their test results. I am going to allow students a limited opportunity to view their test results. For those taking the test with me – immediately after all students have completed their exams, I will make the test “live” so that students can see the test results then. To see the test results, a student will have to stay until the end of the testing session. For those students taking it with a proctor, the results will

appear immediately after the test is taken. This will be the only opportunity to view the results, but seeing it once is better than never!

2. Discussion Board Comments - TWO per week – Total of 75 pointsEvery week I will start two threads relating to the material scheduled for that week. The Discussion questions themselves will be posted in the “Course Information” section, so check them there. You will be required to post one MEANINGFUL AND INSIGHTFUL comment for each thread every week. Meaningful and insightful means more than “I agree with Joe”, or “I think that’s a bad law”. You must give an opinion or comment based on the legal principles we have discussed. If you choose, you may start your own thread about the material, or comment to a fellow student’s thread. I encourage all of you to begin your own discussions separate from mine, as long as they are relevant to the material we are discussing for that particular week. For the first month, I will e-mail you and let you know if your comments are not sufficient to fulfill the requirement.

For any week that you do not fulfill the requirement of two meaningful comments, you will lose five points from your discussion board grade. You have until Saturday night at midnight for that week to post your comments.

The discussion board links are there for each Week’s worth of questions. There will be two threads set up, one for Question 1 and one for Question 2. You will not be able to see anyone else’s posts until you post your own. Once you post, you can see how the rest of the class responded to the question. You can feel free to then reply to other posts if you like.

Every Monday morning, I will post my analysis to each of the previous Week’s questions. They will be posted in the “Click here to reply” thread and will be posted at the top of the thread. PLEASE be sure to check that out every Monday to make sure you are truly understanding the material!

Important – You have the opportunity to earn bonus points for every discussion question. If you write a discussion question response that is particularly excellent, raises a new thought provoking concept, or does an outstanding job of explaining your answer, I will award up to 5 additional bonus points for those responses. It is totally in my discretion to award bonus points for any question. The longer your response, the more likely you can earn bonus points. This is the only “extra credit” work I give for the semester. There will be no bonus points ever awarded for any post posted after the deadline, regardless if the reason the submission is late is excused or not.

Finally, note that I give direct feedback for every post that is posted on Friday or earlier. If you post on Saturday or Sunday (which is perfectly fine), you will likely not receive feedback unless your post is either very good or needs correcting. I DO READ EVERY SINGLE DISCUSSION POST IN DEPTH!!!

3. Paper – 3-5 pages long – 50 pointsThere is a requirement of one paper approximately 3-5 pages long. The requirements for the paper are posted in the “Paper Requirements” tab. Basically, the paper requires you to express your own original thoughts and critically analyze the appropriateness of business laws. The paper may be submitted to me at any time on or before noon on April 20, 2010. I TAKE PLAGAIRISM VERY SERIOUSLY, SO DO NOT DO IT!!! IF I CATCH YOU USING MATERIAL FROM ANOTHER SOURCE WITHOUT PERMISSION, YOU WILL RECEIVE A ZERO FOR THE PAPER! And yes, I do check for plagiarism.

Make sure you consult the paper requirements in the separate Paper Topics and Requirements document. You can access them from the “Paper Requirements” box. Those requirements are mandatory and you will lose points by not following them. All papers are to be submitted through e-mail and in Microsoft Word. If you have any questions as to how to submit your paper properly, please do not hesitate to e-mail me.

4. Final exam – 150 pointsThe final will be cumulative.

5. Sample Exam Questions – 10 points each for a total of 30 pointsPrior to each unit test, I will post 5 sample questions in the “Exams/Sample Questions” folder that will be similar to the questions you will see on the exam. This is a good way to get a feel of how well you are doing in preparation for each exam. You will receive 5 points just for attempting to answer the questions, and then one point for each question you correctly answer. You must attempt the test by the Sunday night before the Monday exam. There are no sample questions for the final exam.

Total points – 605

Submitting Assignments: Your responses to the Discussion Questions every week should be posted on the Discussion Board. As stated earlier, I will start a thread where you can post your response.

Late Assignment Policy: All assignments have due dates. NO assignments will be accepted after the applicable due date unless there is a University-approved excuse for the entire period that the assignment was made available. For example, discussion board assignments are posted every Monday and are due every Sunday. You must have an excuse for the entire week, Monday through Sunday, in order to get an extension of time for that assignment.

Student Academic Honesty Statement: CHEATING is officially defined by Webster's as giving or attempting to give, obtaining or attempting to obtain, information relative to an exam or other work that the student is expected to do alone and not in collaboration

with others. If you cut and paste from any source, you are plagiarizing. This is cheating and you will receive an ‘F’. Also, all documents can now be submitted to TURN IT IN which checks documents for plagiarism.

Please make a special note that YOU ARE NOT ALLOWED TO COLLABORATE OR DISCSUSS THE EXAMS WITH ANYONE BEFORE, DURING OR AFTER THE EXAM IS MADE AVAILABLE. This constitutes cheating and you will be punished for such behavior. IT IS NOT AN EXCUSE TO SAY THAT YOU THOUGHT YOU COULD TALK ABOUT THE EXAM WITH OTHERS!!!

I HAVE SOPHISTICATED METHODS TO DETERMINE IF YOU AND ANOTHER STUDENT COLLABORATED ON AN ASSIGNMENT. DO NOT THINK THAT YOU CAN GET AWAY WITH IT AND OUTSMART ME!!!!!!!!!!!

Any violations will cause the student to receive a grade of F in the course.

Classwork, Tests, Etc. : See the course schedule above

Technical Support:

If, at any time during the semester, you suspect that you are experiencing problems with your email or with the Blackboard system, you are responsible for finding a solution to the problem. You should contact one of the two sources listed below:

Your internet service provider The Student Help Desk at 318.357.6696 or sos@student.nsula.edu. Additional

help is also available at http://www.nsula.edu/help_desk/

Writing Lab : There is no writing lab requirement for this course

Supplementary Texts: None

International Dimension : There is no international dimension for this course

Ethical Dimension : We will be discussing several ethical dilemmas in this course throughout the semester

Test Schedule See the course schedule aboveThese are approximate dates for the tests. The instructor reserves the right to change the dates if necessary.