Syllabus: 351B: , Professional Responsibility and Ethics for Accountants

Spring 2015: January 7 – April 28, 2015 (Online)

Jeffrey H. Karlin, JD, LLM, CPA (inactive) Associate Professor, Braden School of Taxation

Required Course Materials: Business Law—Legal Environment, Online Commerce, Business Ethics and International Issues (8th Edition: Pearson Prentice Hall 2013, Henry Cheeseman) ISBN: 0-13-289041-0.

Learning Objectives: The overall learning objective of the course is to guide Masters in Accountancy through the complex legal environment embodied by United States . Consistent with the highest standards of learning business law, the course focuses on a wide variety of legal subjects and their importance to accountants serving as public and private practitioners, corporate officers, directors and other business decision makers. Each substantive law chapter of our text spells out our specific learning objectives and goals. For each weekly set of legal topics we actively discuss actual lawsuits, court holdings and the reasoning offered for legal resolutions.

One of the important learning objectives of the course is that students understand and focus on the difficult questions that confront business decision makers in the areas where law, ethics and morality intersect. Among other things, the course will consider cases that are centered on ethical issues that may give rise to legal liability of accountants. Students will achieve learning objectives through rigorous studies and interactive discussions. Our web-based learning platform makes use of the power of online learning through a variety of films, slide shows, summaries, and other materials directly on point with each week’s materials.

1 Course Syllabus: ACCTG 351B: Business Law | Golden Gate University Jeffrey H. Karlin, J.D., LL.M. (Tax), CPA (inactive) Associate Professor, Braden School of Tax

The Course: This business law course focuses on a variety of highly interesting legal topics-accountants' legal and ethical responsibilities, intellectual property rights, Internet law and E-Commerce, contracts, torts, warranties and products liability, wills and trusts, real estate and environmental protection, secured transactions and negotiable instruments, employment and labor law, corporate, partnership and securities laws, and more. We spend a considerable amount of time and energy focusing on legal topics worthy of graduate-level study. Many of these topics are also covered on the regulation portion of the uniform CPA exam, even though the course is not per se a CPA exam review course.

Academic Standards and Integrity: This course adheres to the University’s highest standards and expectations regarding integrity and academic honesty. Students shall demonstrate the highest levels of integrity and honesty. Consistent with University standards, each student shall be required to do all of his or her work alone. Student submissions must be solely prepared by the student and be free from plagiarism and deception. Students should understand that one of the most serious failures can result from the loss of trust when a student engages in a dishonest manner.

The University’s Policy on Student Academic Integrity is in effect at all of its teaching locations, including regional classroom sites, corporate sites, and distance courses delivered in any medium. This policy applies to all accounting, business, taxation, and technology students at Golden Gate University. Academic integrity means doing academic work in a manner that strives to achieve the learning objectives your courses have set out for you. It means that you follow the rules and procedures prescribed by your instructors so that you acquire the skills and knowledge your courses are designed to give you. It means that you engage in ethical practices in taking tests and doing assignments and that you respect intellectual property rights by fully disclosing sources of information that appear in your papers and presentations. Students should read the University’s Policy on Student Academic Integrity.

Grade Rubric and Grade Components: A grading rubric is provided in the course website. The rubric provides details as to specific grade awards. Specific participation guidelines are provided in the course website. Grading will be based upon a raw percentile score basis.

Total course points are 1,000 points.

Grades will be awarded based on total course points as follows:

• A+: 951 - 1,000 • B+: 860 – 899 • C: 700 - 750 • A: 930 – 950 • B: 801 - 859 • D+: 650 -699 • A-: 900 - 929 • C+: 751 - 799 • F: <650

The grades awarded and grading policies are consistent with the University grading policies.

2 Course Syllabus: ACCTG 351B: Business Law | Golden Gate University Jeffrey H. Karlin, J.D., LL.M. (Tax), CPA (inactive) Associate Professor, Braden School of Tax

Active Participation: 200 Course Points (20%) 6 Assigned Case Studies 90 points (15 points apiece) 5 Case Study Reviews 40 points (8 points apiece) 5 Video Reviews 40 points (8 points apiece) Overall Participation 30 points Exams: 800 Course Points (80%) 8 Open Book Quizzes 200 points (25 points apiece) Open Book, online, non-proctored Midterm 300 points Exam (Covers Chapters 1-26) Closed Book, proctored Final Exam 300 points (covers Chapters 27-52) Total Course Points 1,000 points

Exams: Quizzes: There are 8 open book online quizzes. They are each worth 25 points apiece and may each be taken two times. The quizzes consist of multiple choice questions that are each based on approximately 6 chapters of materials.

Midterm Exam: The midterm exam is an unsupervised, one-time only, online open book exam covering Chapters 1- 26. Approximately one week prior to the midterm, an announcement will be made that indicates that only 12 of the first 26 chapters will be tested.

The Final Exam: The Final Exam is an online, non-cumulative, essay-style, closed book, closed notes exam covering Chapters 27-52. Approximately 7 days prior to the final exam, an announcement will be made that indicates that only 12 chapters of chapters 27-52 will be tested.

Proctored Final Exam: The final exam is proctored. Students must arrange for a proctor using ProctorU. All students taking full Cyber courses (courses taught entirely online) need to complete the student proctor form at the beginning of the semester. This form is available at http://www.ggu.edu/spf.

Office Hours: Feel free to send me an e-mail at [email protected]. I have an office in the School of Accounting located on the 5th floor of the main campus, but no designated office hours. On request, I am glad to meet with students at a mutually convenient time. The website contains an online Office available to all of us to discuss course administrative issues. Substantive legal matters are discussed in relevant discussion forums.

3 Course Syllabus: ACCTG 351B: Business Law | Golden Gate University Jeffrey H. Karlin, J.D., LL.M. (Tax), CPA (inactive) Associate Professor, Braden School of Tax

Weekly Learning Modules: Discussions are based on short case studies and videos that are geared to our weekly textbook readings. References to Chapters refer to the first 52 chapters in the required text. Additional readings and videos will either be available online in our website. There are 13 learning modules in our course. A schedule of due dates for discussion room postings, quizzes and exams is provided online in the class web site. References to ACSs, CSRs ands VRs refer to Assigned Case Studies, Case Study Reviews and Video Reviews.

The Course Topics: Module 1:

• Chapter 1: Legal Heritage and the Digital Age • Chapter 2: Court and Jurisdiction • Chapter 3: Judicial, Alternative, and E-Dispute Resolution • Chapter 4: Constitutional Law for Business and E-Commerce

Module 2:

• Chapter 5: Intentional Torts and Negligence • Chapter 6: Product and Strict Liability • Chapter 7: Intellectual Property and Cyber Piracy • Chapter 8: Criminal Law and Cyber Crimes

Module 3:

• Chapter 9: Nature of Traditional and E-Contracts • Chapter 10: Agreement • Chapter 11: Consideration and Promissory Estoppel • Chapter 12: Capacity and Legality

Module 4:

• Chapter 13: Genuineness of Assent and Undue Influence • Chapter 14: Statute of Frauds and Equitable Exceptions • Chapter 15: Third-Party Rights and Discharge • Chapter 16: Remedies for Breach of Traditional and E-Contracts

Module 5:

• Chapter 17: E-Commerce and Digital Law • Chapter 18: Formation of Sales and Lease Contracts • Chapter 19: Title to Goods and Risk of Loss • Chapter 20: Remedies for Breach of Sales and Lease Contracts

Module 6:

• Chapter 21: Warranties • Chapter 22: Creation of Negotiable Instruments • Chapter 23: Holder in Due Course and Transferability • Chapter 24: Liability, Defenses and Discharge

4 Course Syllabus: ACCTG 351B: Business Law | Golden Gate University Jeffrey H. Karlin, J.D., LL.M. (Tax), CPA (inactive) Associate Professor, Braden School of Tax

Module 7:

• Chapter 25: Banks, E-Money and Financial Reform • Chapter 26: Credit, Mortgages and Debtor's Rights • Chapter 27: Secured Transactions and E-Filing • Chapter 28: Bankruptcy and Reorganization

Module 8:

• Chapter 29: Agency Formation and Termination • Chapter 30: Liabilities of Principals, Agents and Independent Contractors • Chapter 31: Employment, Worker Protection, and Immigration Laws • Chapter 32: Labor Law and Collective Bargaining

Module 9:

• Chapter 33: Equal Opportunity in Employment • Chapter 34: Small , Entrepreneurs, and General Partnerships • Chapter 35: Limited Partnerships and Special Partnerships • Chapter 36: Corporate Formation and Financing

Module 10:

• Chapter 37: Corporate Governance and the Sarbanes-Oxley Act • Chapter 38: Corporate Acquisitions and Multinational Corporations • Chapter 39: Limited Liability Companies and Limited Liability Partnerships • Chapter 40: Franchises and Special Forms of Business

Module 11:

• Chapter 41: Investor Protection, E-Securities and Wall Street Reform • Chapter 42: Ethics and Social Responsibility of Business • Chapter 43: Administrative Law and Regulatory Agencies • Chapter 44: Consumer Protection and Product Safety

Module 12:

• Chapter 45: Environmental Protection • Chapter 46: Antitrust Laws and Unfair Trade Practices • Chapter 47: Personal Property and Bailment • Chapter 48: Real Property

Module 13:

• Chapter 49: Landlord-Tenant and Land Use Regulation • Chapter 50: Insurance • Chapter 51: Accountants' Duties and Liability • Chapter 52: Wills, Trusts, and Estates

5 Course Syllabus: ACCTG 351B: Business Law | Golden Gate University Jeffrey H. Karlin, J.D., LL.M. (Tax), CPA (inactive) Associate Professor, Braden School of Tax

Instructor Background: Jeffrey H. Karlin is an Associate Professor in the Braden School of Tax. Prior to joining the faculty full-time in 2011, Professor Karlin was an adjunct faculty member for over 30 years. He is a Martindale-Hubbell AV-1 rated transactional business lawyer. Professor Karlin's practice primarily focused on negotiating, drafting and structuring complex business transactions. He has significant experience in matters concerning federal income taxation, securities' laws, corporate and partnership laws, investments and mergers and acquisitions.

Professor Karlin earned a Juris Doctorate at Hastings College of the Law and a Masters of Law in Taxation (LL.M. Tax) at Golden Gate University School of Law. He is a member of the Bar, and a licensed California CPA (inactive). During his career he has been a tax accountant, a partner in two law firms and an executive corporate officer charged with the responsibility for dozens of publicly traded companies.

Since 1982, Professor Karlin has taught over 200 classes at the University on various subjects, mostly in the School of Tax and School of Accounting. In 1986, he was selected the "Outstanding Adjunct Faculty of the Year" in the School of Taxation. He is co-author of "Tax Exempt investments in United States Realty."

Syllabus Amendments: This syllabus may be changed to make corrections or better achieve desired learning outcomes.

6 Course Syllabus: ACCTG 351B: Business Law | Golden Gate University Jeffrey H. Karlin, J.D., LL.M. (Tax), CPA (inactive) Associate Professor, Braden School of Tax