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Business Law: Text & Cases - Commercial Law for Accountants

By Roger LeRoy Miller

14th Edition © 2018
Discipline:Business Law
Course:Business Law
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Comprehensive, authoritative, and student-friendly, market-leader Miller’s BUSINESS LAW: TEXT AND CASES - Commercial Law for Accountants, 14E delivers an ideal blend of classic "black letter law" and cutting-edge contemporary issues and cases. The first text to implement an undergraduate-oriented pedagogy with traditional law school-like content, BUSINESS LAW - Commercial Law for Accountants, 14E continues to set the standard for excellence.

The book’s strong student orientation makes the law accessible, interesting, and relevant. Cases, content, and features throughout this edition are thoroughly updated to present the latest developments in business law. Cases range from precedent-setting landmarks to important recent decisions.

Ethical, global, e-commerce, digital, and corporate themes are integrated throughout with new features, such as new Digital Updates that highlight how digital progress is affecting the law. In addition, numerous critical-thinking exercises challenge students to apply their knowledge of law to real issues.

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About this product

Comprehensive, authoritative, and student-friendly, market-leader Miller’s BUSINESS LAW: TEXT AND CASES - Commercial Law for Accountants, 14E delivers an ideal blend of classic "black letter law" and cutting-edge contemporary issues and cases. The first text to implement an undergraduate-oriented pedagogy with traditional law school-like content, BUSINESS LAW - Commercial Law for Accountants, 14E continues to set the standard for excellence.

The book’s strong student orientation makes the law accessible, interesting, and relevant. Cases, content, and features throughout this edition are thoroughly updated to present the latest developments in business law. Cases range from precedent-setting landmarks to important recent decisions.

Ethical, global, e-commerce, digital, and corporate themes are integrated throughout with new features, such as new Digital Updates that highlight how digital progress is affecting the law. In addition, numerous critical-thinking exercises challenge students to apply their knowledge of law to real issues.

MINDTAP®, AN ENGAGING ONLINE LEARNING SOLUTION provides a personalized teaching experience with relevant assignments guiding students to analyze, apply, and improve critical thinking. The customizable online course allows you to control what students see and when they see it. A pre-built Learning Path guides students through activities to prepare, engage, apply and analyze business law concepts. Students stay involved with NEW Interactive Cases and Videos within the eReader. NEW Adaptive Test Prep helps students study for exams. Analytics provide a snapshot of progress, engagement and completion rates.

CRITICAL-THINKING FEATURES HELP ADDRESS AACSB CURRICULUM REQUIREMENT. Each feature in this edition concludes with a special Critical Thinking section. These questions address the AACSB curriculum requirement to explore global, political, ethical, social, environmental, technological, and cultural contexts of business law. Located in select chapters, most of the features cover new topics that your students will find timely and applicable to everyday life as well as common business situations.

DIVERSE CASE SELECTION VARIES FROM CLASSIC TO CONTEMPORARY CASES. In keeping with the book’s strong reputation for outstanding cases, this edition offers Classic and Spotlight Cases as well as many new cases and case problems. Nearly every chapter offers a case and/or case problem based on a 2015 or 2016 case. Cases are excerpted in the language of the court, and have been carefully edited to appeal to students while illustrating how courts interpret and apply the law. Critical-thinking questions follow each case excerpt to enhance reasoning and analytical skills.

“IMPACT OF THIS CASE ON TODAY’S LAW” FEATURES DETAIL THE IMPORTANCE OF THE CASE. Every Classic Case contains this special section designed to enhance your students’ ability to learn and retain important information about applications of the law in real-world situations. This special Classic Case feature effectively illustrates the relevance of these cases to modern law.

Table of contents

Chapters

Cover Page
Title Page
Copyright Page
Preface
Acknowledgments for Previous Editions
Dedication
Unit 1. Law and Business Management
Unit 2. Human Resources
Unit 3. Commercial Transactions and Credit
Unit 4. Government Regulation
Unit 5. Property and Its Protection
Appendix A. How to Analyze Legal Disputes

Unit 1. Law and Business Management

Chapter 1. Business Ethics
Preview this section ↗
1–1. Business Ethics ↗
1–1a. Why Is Studying Business Ethics Important? ↗
1–1b. The Importance of Ethics in Making Business Decisions ↗
1–1c. The Relationship of Law and Ethics ↗
1–2. Business Ethics and Social Media ↗
1–2a. Hiring Procedures ↗
1–2b. The Use of Social Media to Discuss Work-Related Issues ↗
1–3. Ethical Principles and Philosophies ↗
1–3a. Duty-Based Ethics ↗
1–3b. Outcome-Based Ethics: Utilitarianism ↗
1–3c. Corporate Social Responsibility ↗
1–4. Making Ethical Business Decisions ↗
1–4a. A Systematic Approach ↗
1–4b. The Importance of Ethical Leadership ↗
1–5. Global Business Ethics ↗
1–5a. Monitoring the Employment Practices of Foreign Suppliers ↗
1–5b. The Foreign Corrupt Practices Act ↗
Reviewing: Business Ethics ↗
Terms and Concepts ↗
Issue Spotters ↗
Business Scenarios ↗
Business Case Problems ↗
Legal Reasoning Group Activity ↗
Chapter 2. Small Businesses and Franchises
2–1. General Considerations for Small Businesses
2–1a. Requirements for All Business Forms
2–1b. Protecting Intellectual Property
2–1c. Obtaining Loans
2–2. Sole Proprietorships
2–2a. Advantages of the Sole Proprietorship
2–2b. Disadvantages of the Sole Proprietorship
2–3. Franchises
2–3a. Types of Franchises
2–3b. Laws Governing Franchising
2–3c. The Franchise Contract
2–4. Franchise Termination
2–4a. Grounds for Termination Set by Franchise Contract
2–4b. Wrongful Termination
2–4c. The Importance of Good Faith and Fair Dealing
Reviewing: Small Businesses and Franchises
Terms and Concepts
Issue Spotters
Business Scenarios
Business Case Problems
Legal Reasoning Group Activity
Chapter 3. All Forms of Partnerships
3–1. Basic Partnership Concepts
3–1a. Agency Concepts and Partnership Law
3–1b. The Uniform Partnership Act
3–1c. Definition of a Partnership
3–1d. Essential Elements of a Partnership
3–1e. Entity versus Aggregate
3–1f. Tax Treatment of Partnerships
3–2. Formation and Operation
3–2a. The Partnership Agreement
3–2b. Duration of the Partnership
3–2c. Partnership by Estoppel
3–2d. Rights of Partners
3–2e. Duties and Liabilities of Partners
3–3. Dissociation and Termination
3–3a. Events That Cause Dissociation
3–3b. Wrongful Dissociation
3–3c. Effects of Dissociation
3–3d. Partnership Termination
3–4. Limited Liability Partnerships
3–4a. Formation of an LLP
3–4b. Liability in an LLP
3–4c. Family Limited Liability Partnerships
3–5. Limited Partnerships
3–5a. Formation of an LP
3–5b. Liabilities of Partners in an LP
3–5c. Rights and Duties in a Limited Partnership
3–5d. Dissociation and Dissolution
3–5e. Limited Liability Limited Partnerships
Reviewing: All Forms of Partnerships
Terms and Concepts
Issue Spotters
Business Scenarios
Business Case Problems
Legal Reasoning Group Activity
Chapter 4. Limited Liability Companies and Special Business Forms
4–1. The Limited Liability Company
4–1a. The Nature of the LLC
4–1b. The Formation of the LLC
4–1c. Jurisdictional Requirements
4–1d. Advantages of the LLC
4–1e. Disadvantages of the LLC
4–2. LLC Management and Operation
4–2a. Management of an LLC
4–2b. Fiduciary Duties
4–2c. The LLC Operating Agreement
4–3. Dissociation and Dissolution of an LLC
4–3a. Effects of Dissociation
4–3b. Dissolution
4–3c. Winding Up
4–4. Special Business Forms
4–4a. Joint Venture
4–4b. Syndicate
4–4c. Joint Stock Company
4–4d. Business Trust
4–4e. Cooperative
Reviewing: Limited Liability Companies and Special Business Forms
Terms and Concepts
Issue Spotters
Business Scenarios
Business Case Problems
Legal Reasoning Group Activity
Chapter 5. Corporate Formation and Financing
5–1. The Nature and Classification of Corporations
5–1a. Corporate Personnel
5–1b. The Limited Liability of Shareholders
5–1c. Corporate Earnings and Taxation
5–1d. Criminal Acts
5–1e. Tort Liability
5–1f. Classification of Corporations
5–2. Corporate Formation and Powers
5–2a. Promotional Activities
5–2b. Incorporation Procedures
5–2c. First Organizational Meeting to Adopt Bylaws
5–2d. Improper Incorporation
5–2e. Corporate Powers
5–3. Piercing the Corporate Veil
5–3a. Factors That Lead Courts to Pierce the Corporate Veil
5–3b. A Potential Problem for Close Corporations
5–3c. The Alter-Ego Theory
5–4. Corporate Financing
5–4a. Bonds
5–4b. Stocks
5–4c. Venture Capital and Private Equity Capital
5–4d. Crowdfunding
Reviewing: Corporate Formation and Financing
Terms and Concepts
Issue Spotters
Business Scenarios
Business Case Problems
Legal Reasoning Group Activity
Chapter 6. Corporate Directors, Officers, and Shareholders
6–1. Role of Directors and Officers
6–1a. Election of Directors
6–1b. Compensation of Directors
6–1c. Board of Directors’ Meetings
6–1d. Committees of the Board of Directors
6–1e. Rights of Directors
6–1f. Corporate Officers and Executives
6–2. Duties and Liabilities of Directors and Officers
6–2a. Duty of Care
6–2b. The Business Judgment Rule
6–2c. Duty of Loyalty
6–2d. Conflicts of Interest
6–2e. Liability of Directors and Officers
6–3. The Role of Shareholders
6–3a. Shareholders’ Powers
6–3b. Shareholders’ Meetings
6–3c. Shareholder Voting
6–4. Rights of Shareholders
6–4a. Stock Certificates
6–4b. Preemptive Rights
6–4c. Stock Warrants
6–4d. Dividends
6–4e. Inspection Rights
6–4f. Transfer of Shares
6–4g. The Shareholder’s Derivative Suit
6–5. Duties and Liabilities of Shareholders
6–5a. Watered Stock
6–5b. Duties of Majority Shareholders
Reviewing: Corporate Directors, Officers, and Shareholders
Terms and Concepts
Issue Spotters
Business Scenarios
Business Case Problems
Legal Reasoning Group Activity
Chapter 7. Securities Law and Corporate Governance
7–1. The Securities Act of 1933
7–1a. What Is a Security?
7–1b. Registration Statement
7–1c. Well-Known Seasoned Issuers
7–1d. Exempt Securities and Transactions
7–1e. Violations of the 1933 Act
7–2. The Securities Exchange Act of 1934
7–2a. Section 10(b), SEC Rule 10b-5, and Insider Trading
7–2b. Regulation of Proxy Statements
7–2c. Violations of the 1934 Act
7–2d. Securities Fraud Online and Ponzi Schemes
7–3. State Securities Laws
7–3a. Requirements under State Securities Laws
7–3b. Concurrent Regulation
7–4. Corporate Governance
7–4a. Aligning the Interests of Officers and Shareholders
7–4b. Promoting Accountability
7–4c. The Sarbanes-Oxley Act
Reviewing: Securities Law and Corporate Governance
Terms and Concepts
Issue Spotters
Business Scenarios
Business Case Problems
Legal Reasoning Group Activity
Unit 1. Application and Ethics

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