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Student Edition
Instructor Edition
Business Law: The Ethical, Global, and E-Commerce Environment, 13/e

Jane P. Mallor, Indiana University - Bloomington
A. James Barnes, Indiana University - Bloomington
L. Thomas Bowers, Indiana University - Bloomington
Arlen W. Langvardt, Indiana University - Bloomington

ISBN: 0072933992
Copyright year: 2007

Book Preface



This is the 13th UCC Edition (and the 19th overall edition) of a business law text that first appeared in 1935. Throughout its over 70 years of existence, this book has been a leader and an innovator in the fields of business law and the legal environment of business. One reason for the book's success is its clear and comprehensive treatment of the standard topics that form the traditional business law curriculum. Another reason is its responsiveness to changes in these traditional subjects and to new views about that curriculum. In 1976, this textbook was the first to inject regulatory materials into a business law textbook, defining the "legal environment" approach to business law. Over the years, this textbook has also pioneered by introducing materials on business ethics, corporate social responsibility, global legal issues, and e-commerce law. The 13th edition continues to emphasize change by integrating these four areas into its pedagogy.

Continuing Strengths

The 13th UCC Edition continues the basic features that have made its predecessors successful. They include:
  • Comprehensive Coverage. We believe that the text continues to excel both in the number of topics it addresses and the depth of coverage within each topic. This is true both of the basic business law subjects that form the core of the book and also of the regulatory and other subjects that are said to constitute the "legal environment" curriculum.
  • Style and Presentation. This text is written in a style that is direct, lucid, and organized, yet also relatively relaxed and conversational. For this reason, we often have been able to cover certain topics by assigning them as reading without lecturing on them. As always, key points and terms are emphasized; examples, charts, figures, and concept summaries are used liberally; and elements of a claim and lists of defenses are stated in numbered paragraphs.
  • Case Selection. We try very hard to find cases that clearly illustrate important points made in the text, that should interest students, and that are fun to teach. Except when older decisions are landmarks or continue to best illustrate particular concepts, we also try to select recent cases. Our collective in-class teaching experience with recent editions has helped us determine which of those cases best meet these criteria.
  • AACSB Curricular Standards. The AACSB's curriculum standards say that both undergraduate and MBA curricula should include ethical and global issues; should address the influence of political, social, legal and regulatory, environmental, and technological issues on business; and should also address the impact of demographic diversity on organizations. In addition to its obvious emphasis on legal and regulatory issues, the book contains considerable material on business ethics, the legal environment for international business, and environmental law, as well as Ethics in Action boxes. By putting legal changes in their social, political, and economic context, several text chapters enhance students' understanding of how political and social changes influence business and the law. Chapter 51's discussion of employment discrimination law certainly speaks to the subject of workplace diversity. Finally, the 13th UCC Edition examines many specific legal issues involving e-commerce and the Internet.
Features

The 13th Edition continues six features introduced by the 12th Edition:

     Opening Vignettes precede the chapter discussion in order to give students a context for the law they are about to study. Many opening vignettes raise issues that come from the corporate social responsibility crisis that students have read about the last few years.
     Ethics in Action boxes are interspersed where ethical issues arise, asking students to consider the ethics of actions and laws. The ethics boxes often ask students to apply their learning from Chapter 4, the chapter on ethical and rational decision making. The boxes also feature the most important corporate social responsibility legislation of the last 20 years, the Sarbanes-Oxley Act of 2002.
     Cyberlaw in Action boxes discuss e-commerce and Internet law at the relevant points of the text.
     The Global Business Environment boxes address the legal and business risks that arise in international business transactions, including being subject to the laws of other countries. By the integration of the global business environment boxes in each chapter, students are taught that global issues are an integral part of business decision making.
     Log On boxes direct students to Internet sites where they can find additional legal and business materials that will aid their understanding of the law.
     Online Research Problems close each chapter by challenging students to use their Internet research skills to expand their understanding of the chapter.

This edition also retains four features of previous editions:
     Concept Reviews appear throughout the chapters. These Concept Reviews visually represent important concepts presented in the text to help summarize key ideas at a glance and simplify students' conceptualization of complicated issues.
     Cases include the judicial opinions accompanying court decisions. These help to provide concrete examples of the rules stated in the text, and to provide a real-life application of the legal rule.
     Problem Cases are included at the end of each chapter to provide review questions for students.
     Key Terms are bolded throughout the text and defined in the Glossary at the end of the text for better comprehension of important terminology.

Important Changes in This Edition

In this edition, there are many new cases, the text has been thoroughly updated, and a good number of problem cases have been replaced with new ones. The cases continue to include both hypothetical cases as well as real-life cases so that we can target particular issues that deserve emphasis. The 13th UCC Edition continues the development of components that were added to the text's previous edition. Examples of these components are as follows:
  • The Sarbanes-Oxley Act of 2002 is covered thoroughly. This important legislation that intends to rein in corporate fraud is featured prominently in Chapters 4, 43, 45, and 46.
  • Chapter 4, "Business Ethics, Corporate Social Responsibility, Corporate Governance, and Critical Thinking," contains a logical exposition of ethical thinking and includes new sections with guidelines for making ethical decisions and resisting requests to act unethically.
  • Chapter 4 includes a critical discussion of three familiar enemies of business ethics: moral relativism, psychological egoism, and ethical egoism.
  • Chapter 8 includes discussions of issues in Internet-related contexts.
  • The contracts chapters integrate e-commerce issues at various points. Examples include treatments of the proposed Uniform Computer Information Transactions Act in Chapter 9, shrinkwrap and clickwrap contracts in Chapter 10, and digital or electronic signatures in Chapter 16.
  • Chapter 20's discussion of product liability includes the new Restatement (Third) of Torts: Product Liability.
  • Chapter 30 has been rewritten to incorporate the Bankruptcy Abuse, Prevention, and Consumer Protection Act of 2005. This Act represents the most substantial revision of the bankruptcy law since the 1978 Bankruptcy Code was adopted. In addition, the coverage of Chapter 11 reorganizations has been expanded.
  • Chapters 37 to 44 include business planning materials that help persons creating partnerships, LLPs, corporations, and other business forms. New materials give practical solutions that help business planners determine the compensation of partners in an LLP, ensure a return on investment for shareholders, anticipate management problems in partnerships and corporations, and provide for the repurchase of owners' interests in partnerships and corporations.
  • Chapter 40 gives greater emphasis to the law affecting limited liability companies and covers the Uniform Limited Liability Company Act.
  • Recent Supreme Court cases, such as Kelo v. City of New London (Chapter 26) and Pennsylvania State Police v. Suders (Chapter 51) have been integrated in this edition.
  • Materials on complying with management duties give practical advice to boards of directors as well as consultants and investment bankers assisting corporate management. These materials help managers make prudent business decisions.
  • Chapter 46 covers the liability of professionals in general, with new emphasis on investment bankers, securities brokers, and securities analysts. The Chapter is relevant not only to students studying accounting and auditing, but also to finance majors and MBA students who will work in the consulting and securities industries.
  • Chapter 40 discusses the development of a relatively new business form, the limited liability limited partnership.
  • Chapter 40 and 44 incorporate Internet issues by discussing the recent efforts of Internet companies to avoid state sales taxes through subsidiary corporations, and by including recent SEC changes that permit Internet marketing of initial public offerings.
  • Chapter 49 places considerable emphasis on the Justice Department's case against Microsoft.
Acknowledgments

We would like to thank the many reviewers who have contributed their ideas and time to the development of the 13th Edition. Our sincere appreciation to the following:

Kenneth Ackman, Miami-Dade Community College, Kendall

Miriam Albert, Fordham University

Joseph Allegretti, Siena College

Laura Barelman, Wayne State University

Lia Barone, Norwalk Community College

Karen Barr, Pennsylvania State University

Perry Binder, Georgia State University

Robert Bing, William Paterson University

William Bockanic, John Carroll University

Glenn Boggs, Florida State University

Joyce Boland-DeVito, St. John's University

Harvey Boller, Loyola University

Myra Bruegger, Southeastern Community College

Jeff Bruns, Bacone College

William Burke, Trinity University

Jeanne Calderon, New York University

Leandro Castillo, Monterey Peninsula College

Tom Cavenagh, North Central College

Mark Conrad, Fordham University

Kathryn Coulter, Mt. Mercy College

Richard Custin, Carthage College

Barbara Danos, Louisiana State University

Diana Dawson, Florida Atlantic University, Boca Raton

Patrick Deane, South Suburban College

Alexander Devience, DePaul University

John Dowdy, University of Texas, Arlington

Paul Dwyer, Siena College

Craig Ehrlich, Babson College

Tony Enerva, Lakeland Community College

Richard Finkley, Governors State University

Mahmoud Gaballa, Mansfield University

Sam Garber, DePaul University

Robert Garrett, American River College

Donna Gitter, Fordham University

Cheryl Gracie, Washtennaw Community College

Dale Grossman, Cornell University, Ithaca

Patricia Hermann, Coastal Bend College, Beeville

Scott Hoover, Lipscomb University

Phillip Howard, Ball State University

Walt Janoski, Luzerne County Community College

Catherine Jones-Rokkers, Grand Valley State University

Warren Keck, Thiel College

Kevin Kern, Rhodes College

Nancy Kubasek, Bowling Green State University

Elvin Lashbrooke, Michigan State University, East Lansing

Andrew Laviano, University of Rhode Island, Kingston

Daniel Levin, Minnesota State University, Mankato

Anne Levy, Michigan State University, East Lansing

Avi Liveson, Hunter College

Victor Lopez, SUNY, Delhi

James MacDonald, Weber State University

Linda Marquis, Northern Kentucky University

Jim Marshall, Michigan State University, East Lansing

Brent McClintock, Carthage College

Brad McDonald, Northern Illinois University

Jane McNiven, Ivy Tech State College

Russell Meade, Gardner-Webb University

Ronald Meisberg, University of Maryland, College Park

Georthia Moses, Morris College

Stephen Mumford, Gwynedd Mercy College

Marlene Murphy, Governors State University

Tonia Murphy, University of Notre Dame

Jim Owens, California State University, Chico

Sandra Perry, Bradley University

Ellen Pierce, University of North Carolina

Greg Rabb, Jamestown Community College

Roger Reinsch, University of Wisconsin, La Crosse

Daniel Reynolds, Middle Tennessee State University

Bob Richards, Oklahoma State University

Marvin Robertson, Harding University

Susan Samuelson, Boston University

Kurt Saunders, California State University, Northridge

David Scalise, University of San Francisco

Anne Schacherl, Madison Area Technical College

Robert Schupp, University of North Florida

Sean Scott, St. Petersburg College

Keith Shishido, Santa Monica College

Harold Silverman, Bridgewater State College

Jay Sklar, Temple University

Bradley Sleeper, St. Cloud State University

Michael Sommerville, St. Mary's University

John Sparks, Grove City College

John Thomas, Northampton Community College

David Trostel, University of the Ozarks

Donna Utley, Okaloosa-Walton Community College

Janet Velasquez, Kansas City Community College

Douglas Woods, Wayne College

We also acknowledge the assistance of Professor Sarah Jane Hughes of the Indiana University Law School, graduate assistant Paul Mitchell, and research assistant Kyle Langvardt.

Jane P. Mallor
A. James Barnes
Thomas Bowers
Arlen W. Langvardt

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