Managers and the Legal Environment,
9th Edition

Unit I: FOUNDATIONS OF THE LEGAL AND REGULATORY ENVIRONMENT.
1. Law, Value Creation, and Risk Management.
2. Ethics and the Law.
3. Sources of Law, Courts, and Dispute Resolution.
4. Constitutional Bases for Business Regulation.
5. Agency.
6. Administrative Law.
Unit II: THE LEGAL ENVIRONMENT.
7. Contracts.
8. Sales, Licensing, and E-Commerce.
9. Torts and Privacy Protection.
10. Product Liability.
11. Intellectual Property.
Unit III: HUMAN RESOURCES.
12. The Employment Agreement.
13. Civil Rights and Employment Discrimination.
Unit IV: THE REGULATORY ENVIRONMENT.
14. Criminal Law.
15. Environmental Law and Sustainability.
16. Antitrust.
17. Consumer Protection.
18. Real Property and Land Use.
Unit V: CORPORATE GOVERNANCE, OWNERSHIP, AND CONTROL.
19. Forms of Business Organizations.
20. Directors, Officers, and Controlling Shareholders.
Unit VI: SECURITIES AND FINANCIAL TRANSACTIONS.
21. Public and Private Offerings of Securities.
22. Securities Fraud and Insider Trading.
23. Debtor-Creditor Relations and Bankruptcy.
Unit VII: INTERNATIONAL BUSINESS.
24. International Law and Transactions.
Appendix A: The Constitution of the United States of America.
Appendix B: Title VII of the Civil Rights Act of 1964 [Excerpts].
Appendix C: Americans with Disabilities Act of 1990 [Excerpts] and ADA Amendments Act of 2008 [Excerpts].
Appendix D: Sherman Antitrust Act [Excerpts].
Appendix E: Clayton Act of 1914 [Excerpts].
Appendix F: Federal Trade Commission Act of 1914 [Excerpts].
Appendix G: Securities Act of 1933 [Excerpts].
Appendix H: Securities Exchange Act of 1934 [Excerpts].
Appendix I: Rules 10b-5, 10b5-1, and 10b5-2 from Code of Federal Regulations.
Appendix J: Rule 14e–3 from Code of Federal Regulations.
Appendix K: Sarbanes–Oxley Act of 2002 [Excerpts].

• Constance E. Bagley

  Constance E. Bagley is a Senior Research Fellow at Yale School of Management, where she was formerly Professor in the Practice of Law and Management and a Senior Research Scholar at Yale Law School. Previously, she was an Associate Professor at Harvard Business School, a Senior Lecturer in Law and Management at the Stanford University Graduate School of Business, and a corporate securities partner at Bingham McCutchen LLP. Dr. Bagley has published articles in numerous professional journals, including the Academy of Management Review, the Harvard Business Law Review, the Harvard Journal of Law and Technology, the American Business Law Journal, the Stanford Journal of Law, Business & Finance, the University of Pennsylvania Journal of Business Law, the Duke Journal of Comparative and International Law, and the Cornell Journal of Public Policy. She has coauthored THE ENTREPRENEUR’S GUIDE TO LAW AND STRATEGY and authored WINNING LEGALLY: HOW MANAGERS CAN USE THE LAW TO CREATE VALUE, MARSHAL RESOURCES, AND MANAGE RISK. She has also contributed chapters to THE OXFORD HANDBOOK ON DYNAMIC CAPABILITIES and GENERAL COUNSEL IN THE 21ST CENTURY: CHALLENGES AND OPPORTUNITIES. She recently coauthored an article for Harvard Business Review (https://hbr.org/2017/12/how-boards-can-reduce-corporate-misbehavior). Dr. Bagley received her JD from Harvard Law School and her AB with Honors and Distinction from Stanford University. She received an honorary doctorate in economics from Lund University in Sweden in 2011. She is a member of the Bar of New York and of the Bar of California (inactive). Dr. Bagley has also taught at the University of Connecticut School of Business and its School of Law. She is the business school coeditor of eshiplaw.org and CEO of Bagley Strategic Consulting Group LLC.

• COVERAGE ADDRESSES EMERGING LEGAL ISSUES IN BUSINESS. Students examine employment laws for Uber drivers and others in the "gig" economy; the duties following recalls at Toyota, Takada, and General Motors; consumer fraud at Wells Fargo Bank; antitrust violations by institutions, such as Barclays whose trader posted online, "if you ain’t cheating, you ain’t trying"; international efforts to address climate change; combatting terrorism while preserving constitutional liberties; efforts to reshape the regulatory state by the Trump Administration and Congress’ and the courts’ checks and balances.

• ENGAGING MINDTAP® ONLINE CONTENT ENCOURAGES PERSONALIZED TEACHING. Learning Path highlights key objectives and your syllabus, while this customizable online course lets you to control what students see. Relevant readings, multimedia, and activities within the learning path intuitively guide students as they Prepare, Engage, Apply and Analyze business law content. Activities logically progress to elevate learning, promote critical-thinking skills and produce better outcomes. Analytics and reports provide a snapshot of class progress, time in course, engagement and completion rates.

• PREPARE STUDENTS FOR SUCCESS IN REAL BUSINESS. Cutting-edge coverage teaches future managers how to use law and legal tools to create value while managing legal and business risk, how to attain core business objectives and how to effectively handle legal disputes. Students learn to identify and resolve legal issues before they become problems. By addressing legal and strategic issues embedded within today’s fast-moving environment and providing compelling examples that bring material to life, this book enhances legal astuteness.

• TREATMENT OF THE GLOBAL LEGAL ENVIRONMENT IS THE MOST COMPREHENSIVE ON THE MARKET. Business law authority Constance E. Bagley offers thorough coverage of the most essential business law topics, such as agency, contracts, sales, torts, criminal law, antitrust, and employment law. The author also highlights specialized topics crucial to business managers, including intellectual property, lending transactions and bankruptcy, securities regulation and bans on insider trading, and environmental law.

• IN-DEPTH CASE TREATMENT TEACHES CRITICAL-THINKING SKILLS. Provided as summaries or presented in the actual language of the court, numerous cases in each chapter represent key court decisions that shape important business law concepts or present key legal conflicts that managers will address in their careers. Associated critical-thinking questions require students to analyze what they have read and to predict the decision's impact on future cases.

• "PERSPECTIVE BOXES" OFFER AN INTERDISCIPLINARY VIEW OF TODAY'S LAW. This edition clearly shows how history, politics, and economics affect the evolution of the law with intriguing "Perspective Boxes" throughout the text. Each box focuses on a historical, political, or economic perspective to help students become more aware of the interplay among these three areas and the law.

• "THE RESPONSIBLE MANAGER" AND "A MANAGER'S DILEMMA" SECTIONS INTEGRATE LAW, MANAGEMENT, AND ETHICS. These insightful features summarize each chapter from a managerial perspective and discuss the critical legal, risk management, and ethical issues that successful managers must consider to avoid costly, time-consuming litigation or regulatory fines. These management features offer useful on-the-job references for practicing business managers long after the course is complete.

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