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NYU Stern School of Business

Undergraduate College


Fall 2010

Instructor Details

Kowal, Rachel



12:30-2:00pm & 3:30-5:00pm & by appointment



Aleksandra (Sasha) Zolley


MW 12:30-1:30pm & by appointment


Aleksandra received her BS in International Political Economy from Georgetown University School of Foreign Service.  Aleksandra is a candidate for a  JD/MBA at NYU Law School & the Stern School  in May 2012.


Course Meetings

TR, 2:00pm to 3:15pm

Tisch T-UC15

Final Exam:

Schedule exceptions
Class will not meet on: Thursday Sept. 9th (Rosh Hashanah)


Social Impact Core Curriculum

In the Social Impact Core Curriculum, NYU Stern undergraduate students: 

  • Become more aware of multiple stakeholder perspectives on important business issues;
  • Develop a more nuanced understanding of the many relationships among corporations, governments, NGO’s, market economies and civil society;
  • Begin the process of developing professional ethics in harmony with their own personal values; and,
  • Learn to articulate, defend, and reflect critically on different points of view.


Course Description

The Law, Business and Society course builds on prior coursework within the Social Impact Core Curriculum by challenging students to think about legal systems and appreciate how they have evolved and continue to evolve in relation to business and society. The interaction between law and business is multi-dimensional involving social, political, ethical and technological considerations. Students will examine how key areas of business law influence the structure of domestic and international business relationships, while honing their analytical, communication, conflict resolution and team problem solving skills. The students will learn how businesses play an active role in shaping the very laws that govern them through lobbying, public relations and the media.

The learning objectives of this course are: 

1) to familiarize students with some of the legal dilemmas that can arise in the course of business practice;

2) to introduce students to how professionals effectively navigate complex problems that lack a clear right answer; and

3) to provide students with the opportunity to articulate and defend courses of action that are coherent with their own values. 

These themes are developed in reference to a series of readings drawn from judicial decisions, statutes, recent news reports, multimedia (videos, podcasts, etc.) and materials specifically drafted for this course by NYU Stern faculty. The course readings are posted on Blackboard, and students are expected to come to class having read the assigned readings for that class session and reflected on their meaning. Class discussion is a critical component of this course. 

Each class session may include a variety of activities, including:  discussion, in-class reading and writing, role-playing, and other participatory exercises.  These activities will be designed and facilitated by the professor to allow students to engage in reflective dialogue with each other. The overarching themes of this dialogue include: the relationship between law, business and society; the foundations of individual rights; and the role each of society’s stakeholders play in infringing or protecting such individual rights.

Written assignments build upon the classroom discussion. Each assignment requires that the students assume a hypothetical role such as a legislative assistant, editorial writer, advocate or judicial clerk and present persuasive arguments justifying a position on a particular issue. In some assignments students will argue opposing positions in order to encourage debate.


Course Requirements

1. Individual Legal Assignments

Students will complete three written “assignments,” 5 pages in length (typed in 12-point font and double spaced with 1” margins),which analyze specific issues introduced in the course, synthesize these issues in reference to the cases and the readings, and present reflective arguments about legal issues within the context of business and society. Each of these assignments will be completed individually.

Topics areas for these papers will be:

Assignment #1: Precedent, Authority and the Court System is due on September 23, 2010

Assignment #2: Contract Formation and Dispute is due on October 14, 2010

Assignment #3: Topic TBD is due on November 16, 2010.

All students are required to submit their papers using the Assignments tab on Blackboard. Integrated within Blackboard is Turnitin, an online plagiarism prevention and detection software that enables faculty to compare the content of submitted assignments to data on the Internet, commercial databases, and previous papers submitted to the system. Additional information about expectations regarding academic integrity appears below.

Papers will be graded for both content and quality of writing. The grading breakdown appears below.

2. Group Work Assignment: U.S. Supreme Court Debate

In addition to the Legal Assignments, students will work in groups to debate pending U.S. Supreme Court cases. Students will present their team’s legal position as either appellee or appellant to the class. Students will work together and share the responsibility. Debate preparation will take place throughout the second half of the semester.

Date of Debates: Last 2 days of class.


NYU Stern Grading Policies

At NYU Stern we seek to teach challenging courses that allow students to demonstrate differential mastery of the subject matter. Assigning grades that reward excellence and reflect differences in performance is important to ensuring the integrity of our curriculum.  In core courses, our faculty adopted a standard of rigor for teaching where: 

  • 25-35% of students can expect to receive an A for excellent work
  • 50-70% of students can expect to receive a B for good or very good work
  • 5-15% of students can expect to receive a C or less for adequate or below work

Note that while we use these ranges as a guide, the actual distribution for this course (as well as each individual grade) will depend upon how well each student actually performs in this course.  Please see www.stern.nyu.edu/undergraduate/grading"Teaching and Grading at the NYU Stern Undergraduate College” for more information. 

In line with Grading Guidelines for the NYU Stern Undergraduate College, the process of assigning of grades is intended to be one of unbiased evaluation. This means that students are encouraged to respect the integrity and authority of the professor’s grading system and discouraged from pursuing arbitrary challenges to it.  If a student feels that an inadvertent error has been made in the grading of an individual assignment or in assessing an overall course grade, a request to have that grade re-evaluated may be submitted. Students should submit such requests in writing to the professor within 7 days of receiving the grade, including a brief written statement of why he or she believes that an error in grading has been made. 


Course Grades and Evaluation Criteria

Grade Breakdown


Class Discussion


3 Written Legal Assignments                            

60% (20% each)

US Supreme Court Debate


Class Discussion Evaluation Criteria





To achieve a 4 in class participation, the student must consistently provide support for their statements, whether it is case law, assigned readings, or other bases. Unsubstantiated opinions are discouraged. A student receiving a  4 comes to class prepared; contributes readily to the conversation but does not dominate it; makes thoughtful contributions based on the assigned readings that advance the conversation; shows interest in and respect for others’ views and participates actively in all class activities.


To achieve a 3 in class participation, the student must be prepared to participate at any moment. Even if the student fails to identify the specific source for the argument, he or she can still advance the discussion at any time. A student receiving a 3 comes to class prepared; makes thoughtful comments when called upon based on the readings or other support; contributes occasionally without prompting; shows interest in and respect for others’ views and participates actively in class activities.


A student receiving a 2 comes to class prepared, but does not voluntarily contribute to discussions and gives only minimal answers when called upon.  Such student shows interest in the discussion, listening attentively and taking notes. 


A student that fails to satisfy the requirements outlined above will receive a 1 in class participation. The most likely way to receive a 1 is failing to be prepared, frequent class absences (unless excused by professor), and unwillingness to participate when called upon.


 Grades will range from 1-4, with the majority of students receiving a 2.5 or 3.

Writing Evaluation Criteria for Legal Assignments

Your Teaching Assistant (TA), who is a student at NYU Law School, will provide students with feedback to improve their legal writing skills.  Prior to each paper deadline, students will have the option to present a draft to their TA for guidance.   

Once the papers are submitted via Blackboard, the TA will read and evaluate them in terms of the following criteria: 

  • Structure/Format: Did the student follow the instructions and adhere to the samples provided?
  • Argumentative Clarity: Did the student clearly state what they are trying to prove and support these arguments with relevant supports from case law, statutes, regulations, articles, etc?
  • Style: Did the student establish a clear, consistent and recognizable voice; is the prose concise and does it avoid jargon or overblown wording?
  • Syntax and Grammar: Are sentences grammatically complete and error free? Do all pronouns, subjects, verbs tenses, and singulars/plurals agree?  Are all words spelled properly?
  • *Creativity: Did the student display a unique or uncommon approach to persuading the reader of their position without deviating from the assignment or confusing the reader?

The TA will forward their written comments directly to the professor, who will take them into consideration when evaluating the paper.  The professor will evaluate whether the paper demonstrates evidence that the student has:

  • Become comfortable and versed in using legal reasoning;
  • Gained an understanding of the nature of judicial and legislative authority in constructing arguments; and
  • Developed the ability to recognize ambiguity and analyze both sides of a legal controversy from the perspective of the various players, i.e. judge, jury, plaintiff and/or defendant

The professor will make additional comments on the paper’s content, assign a grade, and then return the paper to the student with all content- and structure-related comments.  The formal, structural elements of the paper will generally make up one-third of the grade, and content two-thirds of the grade.

Grades will range from 1-5, with the majority of students receiving a 3 or 3.5.

US Supreme Court Debates

Additional information regarding how the debates will be graded will be provided during the second half semester.


Course Materials

All course materials are located on the Blackboard page for this course. Individual professors may supplement these materials with additional handouts and readings. 


Academic Integrity

Integrity is critical to the learning process and to all that we do here at NYU Stern. All students are expected to abide by the NYU Stern Student Code of Conduct. A student’s responsibilities include, but are not limited to: 

  • A duty to acknowledge the work and efforts of others when submitting work as one’s own. Ideas, data, direct quotations, paraphrasing, creative expression, or any other incorporation of the work of others must be clearly referenced.
  • A duty to exercise the utmost integrity when preparing for and completing examinations, including an obligation to report any observed violations.

Please see www.stern.nyu.edu/uc/codeofconduct for more information.


Students with Disabilities

Students whose class performance may be affected due to a disability should notify the professor early in the semester so that arrangements can be made, in consultation with the Henry and Lucy Moses Center for Students with Disabilities, to accommodate their needs. 

Please see www.nyu.edu/csd for more information.


NYU Stern Course Policies

  • Laptops, cell phones, smart phones, recorders, and other electronic devices may not be used in class unless advance permission is given by the professor.
  • Attendance is required. Absences will be excused only in the case of documented serious illness, family emergency, religious observance, or civic obligation. If you will miss class for religious observance or civic obligation, you must inform your professor no later than the first week of class.  Recruiting activities are not acceptable reasons for absence from class.
  • Students are expected to arrive to class on time and stay to the end of the class period. Students may enter class late or leave class early only if given permission by the professor and if it can be done without disrupting the class. (Note that professors are not obliged to admit late students or readmit students who leave class or may choose to admit them only at specific times.)
  • Late assignments will either not be accepted or will incur a grade penalty unless due to documented serious illness or family emergency. Professors will make exceptions to this policy for reasons of religious observance or civic obligation only when the assignment cannot reasonably be completed prior to the due date and the student makes arrangements for late submission with the professor in advance.


Course Schedule

For every class session, students are expected to read the assignments and be prepared to discuss them in class. Each class has specific learning objectives, and by the end of each session the student is expected to know the answers to the questions provided. Being unprepared does not excuse an absence, and students are expected to be present even if unprepared. If the student is unable to prepare for a class, they should notify the professor via email or in person prior to that class.

The schedule set forth below is subject to change as the need arises. Students will be notified of any changes on Blackboard.




Tentative Dates


Sept. 7

Sources of Law, Federal & State Courts, Stare Decisis & Precedent


Sept. 9

Jurisdiction, Due Process, Litigation & Alternative Dispute Resolution


Sept. 14

Federal, State & Individual Rights

Assignment #1 Hand Out

Sept. 16

Employment Discrimination


Sept. 21

Intellectual Property

Assignment #1Due




Sept. 23

Introduction to Contracts


Sept. 28

Agreement and Consideration


Sept. 30

Legality, Capacity, Statute of Frauds & Parol Evidence


Oct. 5


Assignment #2 Hand Out

Oct. 7

Performance, Conditions and Remedies





Oct. 12

Introduction and Intentional Torts

Assignment #2 Due

Oct. 14

Negligence, Strict Liability and Defenses


Oct. 19

Product Liability


Oct. 21

Product Liability





Oct. 26

Agency & Fiduciary Duty

Assignment #3 Hand Out

Oct. 28



Nov. 2



Nov. 4 & 9

Corporations & Limited Liability Companies





Nov. 11

Securities Fraud

Assignment #3 Due

Nov. 16

Criminal Law


Nov. 18
Criminal Law  




Nov. 23

Debtor-Creditor & Bankruptcy


Nov. 25- Nov.28



Nov. 30

Debtor-Creditor & Bankruptcy


Dec. 2

Debate Prep #1


Dec. 7

Debate Prep #2


Dec. 9



Dec. 14





Date:  September 7th

Learning Objective: Why do we have laws?  What is the source of our laws? What is the relationship between the three branches of government? How does the U.S. Court system work? How does our judicial system maintain stability and consistency when deciding legal controversies?


Section Outlines

Relationship between Federal and State Governments

Relationship between Federal and State Courts

Stare Decisis and Precedent


Brown v. Board of Education, 347 U.S. 483 (1954)



Date:  September 14th

Learning Objective: What mechanisms exist within the court system to ensure protection of an individual’s fundamental rights? How does a court obtain the authority to hear a case involving a particular defendant? What are the steps that one must take to conduct a lawsuit or criminal proceeding? What are the alternatives to resolving disputes in court?


Section Outlines

Jurisdiction and Due Process

Introduction to Litigation and Criminal Prosecution

Mediation and Arbitration


International Shoe v. Washington 326 U.S. 310 (1945)



Date:  September 16th

Learning Objective: How does the US Constitution balance the interests of the federal and state governments with individual rights held by its citizens? What function does the Bill of Rights play? Which Amendments are the most important with respect to protecting individual rights?


Section Outline

Bill of Rights

Tenth Amendment

Fourteenth Amendment


District of Columbia v. Heller 554 U.S. ___ (2008)

McDonald v. Chicago 561 U.S. ___ (2010)



Date: September 21st

Learning Objective: Is the concept of employment at will inherently unfair to employees?  What are the alternatives? Should there be more “protected classes” than currently allowed under federal law?  Is it fair that state legislatures can pass laws creating more types of “protected classes” than those permitted by the federal government?


Section Outline

Federal Discrimination Laws


Sutton v. United Airlines, 527 U.S. 471 (1999)

Harris v. Forklift, 510 U.S. 17 (1993)

Price Waterhouse v. Hopkins, 490 U.S. 228 (1989)



Date: September 23rd

Learning Objective: Why is intellectual property specifically protected by the U.S. Constitution? What are the goals behind protection of intellectual property? How do the current laws accomplish that? What are the potential problems with how intellectual property is currently regulated? In what ways can these laws be modified or improved?


Section Outlines

Comedian Catches Columbia Student’s Plagiarism on Youtube

Conan Can’t Take It with Him

The Dangers of Intellectual Property

What Fashion Design Can Help Us Learn About Incentivizing Creativity 


Bilski v. Kappos, 561 U.S.  ___ 2010

MGM Studios v. Grokster, 545 U.S. 913 (2005)



1. Introduction to Contracts

Date: September 28th


Learning Objective: What is the role of contracts in society? Why are contracts necessary? In what way(s) have contracts helped shape or modernize society? In what ways have they negatively affected society?


Section Outlines

The Common Law, Oliver Wendell Holmes, Jr.


Marvin v. Marvin, 557 P.2d 106 (1976)

Hoffman v. Red Owl Stores, Inc., 26 Wis.2d 683 (1965)


2. Agreement and Consideration

Date: September 30th

Learning Objective: Why is consideration required although courts generally do not judge whether the amount of consideration is adequate? What is the reason that contracts are enforced, but gratuitous promises generally are not? What is the fundamental purpose of an enforceable contract?


Lucy v. Zehmer, 84 S.E.2d 516 (1954)

Leonard v. Pepsico, 88 F. Supp. 2d 116, (1999)

Hamer v. Sidway, 27 N.E. 256 (1891)

Osprey LLC v. Kelly-Moore Paint, 984 P.2d 194 (1999)


3. Legality, Capacity, Statute of Frauds & Parol Evidence

Date: October 5th

Learning Objective: How do the issues of legality and capacity interplay with the general presumption that contracts with consideration are valid? Who are the courts trying to protect in these situations? What would happen if courts did not step in? Why do courts require certain contracts to be evidenced by a writing?


Section Outlines


Jones v. Star Credit Corp., 59 Misc.2d 189 (1969)

Dodson v. Shrader, 824 S.W.2d 545 (1992)

Michel v. Bush, 146 Ohio App. 3d 208 (2001)


4. Defenses

Date: October 7th

Learning Objective: Why do courts hesitate to meddle once a contract has been formed?  And, if they do intervene how do courts rationalize their intervention? Should courts employ a simple “does it seem fair to both sides” type of test? Is there a societal and/or business justification for each type of contract defense?  Are some defenses more justifiable than others?


Section Outline


Raffles v. Wichelhaus, 2 Hurl. & C. 906 (Court of Exchequer 1864)

Donovan v. RRL Corp, Corp., 27 P. 3d 702 (Cal: Supreme Court 2001)

Vokes v. Arthur Murray, 212 So. 2d 906 (Fla: Dist. Court of Appeal, 2nd Dist. 1968)

Stambovsky v. Ackley, 169 AD 2d 254 (N.Y. Sup.Ct, App. Div., 1st Dept. 1991)


5.  Performance, Conditions and Remedies

Date: October 12th

Learning Objective: How do courts distinguish between different standards of performance? Why do parties insert conditions into their agreements? Why is specific performance something courts are hesitant to enforce, especially with respect to personal services? What types of remedies can a non-breaching party receive? Does it seem fair to you that the non-breaching party owes duties to the breaching party?


Section Outlines


Jacob and Youngs v. Kent, 129 N.E. 889(Court of Appeals – NY 1921)

Shirley MacLaine Parker v. Twentieth Century Fox, 474 P.2d 689(1970)

Hadley v. Baxendale, Court of Exchequer, All ER Rep 461 (1854)



1. Introduction and Intentional Torts

Date: October 14

Learning Objective:  What is a tort? What are the goals in hearing these cases and awarding damages? What does the law of torts, and intentional torts in particular, reveal about the philosophical approach taken by the judicial system and legislature of the United States towards protecting individual rights and property? What sort of societal values does this reflect? In an intentional tort action, why isn’t the plaintiff required to prove that they suffered an actual harm or damage?


Section Outline

The Role of Torts in Society and the Courts

The Right to Privacy, Justice Brandeis

Stores Treatment of Shoplifters


Howard Stern v. Roach, 675 N.Y.S. 2d 133 (1998)

Vanna White v. Samsung, 971 F.2d 1395 (1992)

Carafano v. Metrosplash, 339 F.3d 1119 (9thCir. 2003)


2. Negligence, Strict Liability and Defenses

Date: October 19th

Learning Objective:  What is negligence? How do courts define duty, and is this a realistic standard given the diversity and plurality of the United States? Is there a better alternative? What is proximate cause and why must it be proven in a negligence (and strict liability) case but not in an intentional tort case? Why have so many jurisdictions shifted from a traditional contributory negligence system to one of comparative fault? Likewise, what is the purpose of joint and several liability? Should tortfeasors be able to escape tort liability by presenting defenses that place blame upon the party who was harmed?


Section Outline

Hotel Argues That Women Partially Negligent in Own Rape

Woman sues after pole-dancing incident at Mesa sports bar

Comparative Fault systems in all 51 Jurisdictions

Joint and Several Liability – Disney Case

Assumption of Risk – Gym Class


Palsgraf v. LIRR, 248 NY 339, (1928)

Tarasoff v. Regents of Univ. of California, 551 P.2d 334 (Cal. Supreme Court 1976)

Zambo v. Tom-Car Foods, Inc., 2010-Ohio-474 (2010)

James v. Meow Media, 300 F.3d 683 (2002)

Rylands v. Fletcher (Court of the Exchequer 1865)



Date: October 21st & 26th

Learning Objective: What does the concept of strict liability mean? Why do we shift the burden to the manufacturers, suppliers and other actors in the stream of commerce when defective products cause harm? In what way does this approach differ dramatically from that of other areas of torts? How does negligence play a role in product liability? What are the types of sales warranties that might apply in a product liability action?


Section outlines

Manufacture and Design Defects

Strict Liability

Warranties and Misrepresentations


MacPherson v. Buick, 217 N.Y. 382 (1916)

Greenman v. Yuba, 59 C.2d 57 (1963)

Ward v. Arm and Hammer, 341 F. Supp 2.d 499 (2004)



Date: October 28th

Learning Objective: What is an agent and to whom does an agent owe a fiduciary duty? What types of authority can an agent have, and how does each affect the potential liability of the principal? In what ways is agency similar to product liability with regard to shifting the burden to the best party? In what ways is it different? How do fiduciary duties and agency apply in the employment context?


Section Outline

Restatement of the Law of Agency

Legal Memo on Fiduciary Duties

Fiduciary Duties and Human Rights


Meinhard v. Salmon, 249 N.Y. 458 (1928)



1. Partnerships

Date: November 2nd

Learning Objective: What makes a partnership? Why would people enter into general partnerships if alternatives with limited liability exist? How does agency operate within a partnership?


Section Outline

Making the Breakup Much Easier

OK, Partner, We Better Sign A Prenup


Holmes v. Lerner, 88 Cal.Rptr.2d 130 (1999)


2. Corporations

Date: November 4th & November 9th

Learning Objective: What is a corporation and who are its stakeholders? What are the duties of its directors and officers? How does one pierce the corporate veil and why is this legal mechanism necessary? Is society potentially asking too much of a corporation and in what ways not enough?


Section Outline

Understanding Piercing the Corporate Veil

The Role of Corporations

Business Judgment Rule and Fiduciary Duty


Smith v. Van Gorkum, 488 A.2d 858 (Supreme Court of Delaware 1985)

Minton v. Cavaney, 56 Cal.2d 576 (1961)


3. Limited Liability Companies

Date: November 9th

Learning Objective: What is a limited liability company? What are its pros and cons? If you were an entrepreneur would you want to form your business as an LLC or would you choose another business form?


Section Outline

Fred Wilson on Corporate Entities

Pros and Cons of the LLC Model



Date: November 11th

Learning Objective: Why has securities fraud become such a prevalent crime in the past thirty years? What sort of information asymmetries do insiders enjoy and what additional ones could they exploit without regulation? Why is it so hard to stop or develop regulation to stop securities fraud?


Section Outline

Overview of the SEC & Securities Laws

SEC on Fair Disclosure

What is Insider Trading? http://www.sec.gov

Martha Stewart Case

Financial Reform Law: What’s In It and How Does it Work?


SEC v. Dirks, 463 US 646 (1983)

United States v. O'Hagan, 521 US 642 (1997)



Date: November 16 & 18th

Learning Objective: How is criminal law different than civil law? Are there more personal rights at stake in a criminal case than in a civil case, and what sort of constitutional hurdles does that raise? Why are courts concerned about the defendant’s subjective state of mind, or mens rea, for most serious crimes, a.k.a. intent?


Section Outline

Search & Seizure Overview

Criminal Procedure Overview

Specific v. General Intent

US Sentencing Guidelines


City of Ontario, California v. Quon, 560 U.S. ___ 2010



Date: November 23rd & November 30th

Learning Objective: What does it mean to be an unsecured versus a secured creditor? What sort of leverage do debtors and creditors have over one another? How do bankruptcy laws try to equalize asymmetries of power? What are the differences between the three main types of bankruptcies: chapters seven, eleven and thirteen?  Do you think that bankruptcy laws serve a valid societal and business purpose or are they being abused?


Section Outlines

Bankruptcy, Todd Zwicki, Library of Economics

Tragedy of the Commons, Garrett Hardin, Library of Economic

Debtor's Dilemma


Lehman Brothers Bankruptcy Petition

Guidance Chapter 7 Bankruptcy Petition

U.S. Census Bureau Medium Family Income


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