Deals with CEO Bill Foote's decision of how to deal with USG's exposure to asbestos liability. USG was the largest building materials company in the United States, with 14,000 employees and gross revenues of $3.8 billion. Although USG used asbestos in a small subset of its products (and never in its SHEETROCK), as more companies that were heavy users of asbestos went bankrupt, USG was faced with shouldering the burden of the entire building materials industry. USG was otherwise a solvent, growing company. Bankruptcy was an option, but a successful reorganization was by no means assured. How would USG keep its highly motivated (and nonunionized) workforce and continue to attract top managerial talent? Would there be any value left for the shareholders? In the Johns Manville bankruptcy, shareholder equity was wiped out entirely.
Involves the copyright issues associated with Bram Cohen's revolutionary program BitTorrent, which makes it possible to transfer very large files, such as movies, at a high speed over the Internet. The program, which is available for free over the Internet, is used for peer-to-peer sharing of movies and music and for the legitimate distribution of licensed software, including games. Discusses Warner Bros.' online distribution strategy as well as the negotiations between BitTorrent and the Movie Picture Association of America and Warner Bros. that ultimately led to Warner Bros.' agreement to make BitTorrent its first authorized peer-to-peer film distributor.
Involves the copyright issues associated with Bram Cohen's revolutionary software program BitTorrent, which makes it possible to transfer very large files, such as movies, at a high speed over the Internet. The program, which is available for free over the Internet, is used for peer-to-peer sharing of movies and music and for the legitimate distribution of licensed software, including games. Also discusses the litigation against Napster and Grokster over peer-to-peer sharing, as well as cases against Google in connection with its efforts to digitize entire libraries to facilitate electronic searches.
Black Duck Software involves a venture-backed start-up that converted software developers' concerns about violating copyright licensing agreements or open source protocols into an opportunity to help firms use technology to better manage their compliance efforts. Requires students to wrestle with the uncertainties of copyright compliance as they decide whether Black Duck should certify that their clients' code is noninfringing. Also raises questions about which growth opportunities Black Duck should pursue.
Managers receiving letters claiming that their products or services violate the intellectual property rights of another sometimes have a tendency to ignore them after their technical staff advises them that the claims have no merit. Illustrates the perils of that approach. Legally astute managers accept responsibility for managing patent disputes; they do not hand them off to lawyers with a "you-take-care-of-it" approach. Litigation is less predictable than many managers realize. A number of choices must be made without full information.
Explains the construct of strategic compliance management (SCM) and asserts that managers and their firms can perform more effectively, that is, create or capture more value or better manage risk, when they comply with applicable laws, search for innovation opportunities created by regulation and deregulation, and proactively anticipate future regulation.
Outlines the four primary public policy objectives underlying the U.S. laws regulating business in the early 21st century: to promote economic growth; to protect workers; to promote consumer welfare, and to promote public welfare. Other major economic powers tend to have laws that promote these same objectives, albeit with varying degrees of emphasis on the different objectives and varying ways of promoting them.
Involves the decision by the CEO of EMC Corp. whether to acquire VMware, a small software firm in California that makes virtualization software. Among the factors to be considered are a pending patent case involving WMare and Microsoft and integration challenges associated with EMC's decision to spend $3 billion to acquire two other software firms based in California. Also, raises the issues about deal protection devices.
Presents the systems approach to law and management, a construct for understanding how public law affects the competitive environment and a firm's resources. Describes how the legally astute manager can use legal tools to assess opportunities, develop the firm's value proposition, and select and perform the activities in the value chain. Also, explains the social context in which business operates.
Describes the four components of legal astuteness: the attitudes, proactive approach, judgment, and knowledge necessary to manage the legal aspects of business effectively. Identifies a number of legal tools legally astute managers can use during different phases of business development to create and capture value and manage risk.
On the plane back to New York City, L. Londell McMillan focused on the music on his headphones, the latest offering from his friend and long-time client, Prince Rogers Nelson--the artist known as "Prince." McMillan and Prince had spent several days contemplating a strategy for the release of Musicology, Prince's newest album-length recording. As McMillan reflected on their discussions, the infectious music on his headphones underscored the enormous commercial potential of this project. To realize the full value of that potential, however, McMillan would have to work with Prince to craft and execute a carefully developed plan to market and distribute the album.
Henry Hephaestus founded Hephaestus, Inc. in 1895. Its first product was a tapered roller bearing for use with horse-drawn wagons and carriages. It reduced friction on the axle and reduced the force necessary to move a heavy load, thereby enabling one horse to do the work of the two. Although there were more than 30 European and American patents on tapered roller bearings, dating back to 1802, Hephaestus, Inc. designed an innovative technique for keeping the rollers in alignment, which was patented in the United States in 1898. The founder's son and daughter, Will and Ginny, took over the firm in 1899 after their father retired. His final admonition was, "Don't set your name to anything you will ever have cause to be ashamed of." Faced with a severe cash crunch in 2001, Hephaestus, Inc. did a private placement of preferred stock to HBS Investors and GSB Investments, two private equity firms. By early 2003, Hephaestus, Inc. had become a significant supplier of roller bearings and other machinery parts for use in automobiles, aircraft engines, and prosthetic medical devices. Cash remained tight, and both HBS Investors and GSB Investments wanted to sell Hephaestus, Inc. so they could cash out their stock.
Equips managers with a basic understanding of how to use contracts to define, formalize, and strengthen business relationships. Explains how managers can use properly structured contracts to increase predictability; to create or preserve valuable legal, financial, and operating options; to enable parties to work cooperatively to increase the total value created; and to allocate the risks and rewards of business relationships.
Popular stereotypes of lawyers include "overhead," "Dr. No," "internal cop," "keep us out of trouble!" and "get us out of trouble!" Focus groups of business leaders queried in a survey by the Case Western Reserve University Law School associated the word "lawyer" with "authoritative," "conservative," "arrogant," "intimidating," and "know-it-all." Yet, managers who view counsel as a necessary evil miss opportunities to work with attorneys as partners to increase and capture value and to manage risk.
Explains the difference between civil law and common law systems and explores the role of precedent in a common law jurisdiction, such as the United States. Includes extensive excerpts from both the majority and the dissenting opinions in Lawrence v. Texas, in which the Supreme Court overruled its prior decision in Bowers and struck down a state statute banning certain intimate sexual conduct between homosexuals.
Introduces students to the legal standards affecting officers and directors when selling or purchasing a company. Provides a practical understanding of the Revlon Standard, the Securities and Exchange Act of 1934, Rule 10b-5, and the legal criteria for a cause of action for securities fraud. Recounts three precedential cases decided by the Delaware Supreme Court.
Introduces students to the main tactical maneuvers used by hostile bidders, including bear hugs, proxy fights, tender offers, and toeholds. Also describes how, in the United States, tender offers are regulated by the federal government via the Williams Act.