This course covers key US laws and regulations relevant to start-up and established businesses, including employment law, securities law, torts, intellectual property, and other topics. Professor Bagley is strongly concerned with the public interest, and the intersection of private business and society. Relevant examples include creating a diverse and ethical workforce, fulfilling responsibilities to all stakeholders (such as the fiduciary duty a venture capitalist sitting on a portfolio company board owes to the portfolio company and its shareholders), practicing strategic compliance management (for example, by converting seeming restraints into opportunities for innovation), and developing a legally astute top management team exemplified by value-laden attitudes, a proactive approach, the exercise of informed judgment, and the application of context-specific knowledge of the law and legal tools. Through the use of Professor Bagley's Ethical Leader's Decision Tree (published in HBR), students learn to analyze decisions by asking not just what is legal but also what is ethical. For example, even though the New York Court of Appeals ruled that a finder did not have a legal obligation to disclose the unsavory reputation of a proposed buyer to his client, students are challenged to consider whether disclosure is ethically required. Similarly, the discussion of intellectual property includes consideration of whether pharmaceutical companies should provide life-saving drugs at affordable prices in developing countries.
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