ACCOUNTING 351 (Business Law II)
Fall 2017
Professor Sheldon D. Pollack
Department of Accounting &MIS
University of Delaware
Office: Purnell Hall, Room 216
Newark, DE 19716
(302) 831-1803
Class Material:
Casebook (select cases for class readings)
Case Assignments:
Section 10 (2:00 pm)
Section 11 (3:30 pm)
Supplemental Material:
Agency Law and Employee–Independent Contractor Issues:
answers to Critical Legal Cases for Chapter 29 and 30
definitions in Restatement (2nd) of Agency
IRS Form SS-8 (worker classification)
IRS Form 2848 (power of attorney)
UD Library card (limited power of attorney)
IRS Schedule C to Form 1040 (instructions)
PA Fictitious Name Registration form
Man sues PA over fictitious name (article)
tax issues: employee vs. independent contractor
U.S. Cracks Down on Independent Contractors (NY Times)
Formation of Business Entities:
general:
businesses (number and profits) by tax status in 2009
distribution of business tax returns by entity type, 2009
net business income by entity type, 1980-2009
2010 entities, income, employees and wages
IRS Form 8832 Entity Classification Election
partnerships:
answer to Critical Legal Case for Chapter 34
answer to Critical Legal Case for Chapter 35
Frigidaire v. Union Properties, Inc.
general partnership: definition
IRS Form 1065 Partnership tax return
PA Certificate of Limited Partnership
Mollaner v. Raugust-Mathwig, Inc.
corporations:
answer to Critical Legal Case for Chapter 36
answers to Critical Legal Cases for Chapter 37
answers to Critical Legal Cases for Chapter 38
corporate mergers and acquisitions
foreign parent/U.S. subsidiary
IRS Form 1120 Corporate tax return
IRS Form 1120S S Corporation tax return
parent-subsidiary corporations
salary vs. profits distribution: tax consequences (Forbes)
hostile tender offers (article in NY Times)
LLC:
answers to Critical Legal Cases for Chapter 39
limited liability company (LLC)
Franchising:
answers to Critical Legal Cases for Chapter 40
Delaware Franchise Security Law
franchise for McDonalds & Dunkin' Donuts
franchise for Rita's Water Ice
FTC franchise disclosure requirements
Franchise Disclosure Document (FDD) requirements
securities regulation:
answers to Critical Legal Cases for Chapter 41
definition of "security" under 15 USC §77(b)
EDGAR (SEC "Electronic Data Gathering And Retrieval" system)
insider trading at Galleon Fund (article in N.Y. Times) WSJ chart
recent insider trading cases: Newman (2014) Salman (2016) (U.S. Sup Ct oral arguments) Martoma (2017)
Morgan Stanley fails to send Prospectus to Investors
Securities Exchange Act of 1934: Section 10(b) and Rule 10b-5
Securities Exchange Act of 1934: Sections 16(a) and (b)
(statutory insiders; short-swing profit; "covered companies")
short-swing profit rule example
summary of reporting requirments for public companies under 1934 Act
SEC Form S-1 and prospectus of Google IPO
SEC's "A Plain English Handbook"
tombstone ad #1: and tombstone ad #2
Madoff's Personal Accountant is Indicted (article in N.Y. Times)
Madoff Firm's Accountant Pleads Guilty (article in N.Y. Times)
The Madoff Affair (video on PBS's "Frontline") or try here
The Man Who Knew (video on "60 Minutes")
To Catch a Trader (video on PBS's "Frontline")
Accountants' Liability:
answers to Citical Legal Cases Chapter 51
Chief Justic Berger in U.S. v. Arthur Young & Co. (1984)
Ex-KPMG Partner is Charged with Insider Trading (N.Y. Times, April 2013)
U.S. Faults J.P. Morgan Over Madoff Dealings
official steals millions from town in Illinois (article April 2012)
lawyers overbilling clients (Australia)
Survey of 50 State Laws re: Accountants' Liability to Third-Parties
Theories of Accountant Liability (2009 ABA seminar)
Property:
answers to Critical Legal Cases for Chapter 47
answers to Critical Legal Cases for Chapter 48
Delaware Cashes in on Escheatment
real estate (slides)
Wills & Trusts:
answers to Critical Legal Cases for Chapter 52
federal estate planning technique
federal gift and estate tax exemptions
Environmental law:
Cleaning Air at Expense of Water (article in NY Times)
Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA)
Cuyahoga River burning 1969 (video)
DDT (dichlorodiphenyltrichloroethane)
Earth Day, April 22, 1970 (video with Walter Cronkite)
Endangered Species Act of 1973
EPA Seeks Stricter Rules to Curb Smog (article in NY Times)
Environmental Protection Agency (EPA)
Lake Erie pollution (video)
Love Canal story (video): Part 1; Part 2
National Environmental Policy Act of 1969
Nonattainment areas re: Ambient Air Quality Standards (NAAQS)
National Priorities List (Superfund sites)
Resource Conservation and Recovery Act of 1976 (RCRA)
Rulings Restrict Clean Water Act (article in NY Times)
Unintended Consequence of Clean Air Act of 1970 (grandfathered power plants)
Sources of Pollution: mobile sources of air pollution
point sources of water pollution
stationary sources of air pollution
Superfund at 25 (article from 2005)
Superfund Amendments and Reauthorization Act (SARA)
Tax Treatment of Environmental Expenses (article by Prof. Pollack)
waste management consultant Tony Soprano
Online Legal Research tools:
Black's Law Dictionary (2nd ed.)
Delaware Revised Uniform Partnership Act (1997)
Delaware Limited Partnership Act
Delaware General Corporation Law
Delaware Limited Liability Company Act
Library of Congress Legislative Service (Thomas)
revised
11/28/17
