Class One: Introduction Course Overview

1. Class One: Introduction Course Overview

2. Welcome !!! • We are about to set off together • on a grand adventure. • An Adventure of • Discovery, • Suspense, • Mystery, • and Intellectual Excitement.

3. Where Will This Adventure Bring Us? • On the Road Ahead – We Will: • Explore • the very foundation of our liberty; • Examine • the fundamentals of our freedom; • Search • among the answers • of our oldest concepts • of legal rights • and human beliefs; and • Discover • the very basis for our law and • what we truly value as a society.

4. Do You Seek Adventure? • So if you have the daring and the enthusiasm: • Climb aboard and join us • Become a participant in this grand adventure. • And get ready for an experience, that you will open your mind, to an understanding and appreciation: • That you can’t forget and • That you will use for your entire life.

5. Are you Ready? Are you Excited? Here we Go! As We leave - What you Need to Know: As you sign on to our grand adventure, however, there are some things, you will need to know

6. What you Need to Know: Before you sign on to our grand adventure, however, there are some things, you will need to know.

7. Class Administration

8. First: • Every Adventure needs a Guide. • Dr. Robert T. Farley, Esq., J.D., L.L.M. • Your Humble Professor, Mentor and Intellectual Resource

9. What you need to know about me: • Dr. Robert T. Farley, Esq., J.D., L.L.M. • Professional Background • Attorney – Admitted to Practice Before State and Federal Courts • Professor – Long Time Law Professor • Counsel – NYS Senate, Former NYS Deputy Attorney General • My Biography is on my website. • Personal Background • Married – Wife Marilyn. Two Children – Katie 19, Lizzie 16. • Personality – Sincere, Easy Going, Friendly and Approachable. • Can be reached here in person after class or by appointment • E-Mail: bobfarley@bobfarley.org • Telephone (Cell): 518-986-2037 • Website: http://www.bobfarley.org

10. Statement of Teaching Philosophy Teaching is among the noblest of human pursuits. Through its communication of knowledge and experience, our society is advanced, and our civilization is offered the promise of a brighter tomorrow. This high mantle of responsibility requires an effective teacher to possess a number of talents as well as expend a great deal of energy, enthusiasm and effort. As a result, the measures of effective teaching include: 1. Knowledge; 2. Communication; 3. Retention; and 4. Understanding. The threshold measure of effective teaching is knowledge. A Professor must exhibit, through education, study, background and experience, a fundamental knowledge of the subject matter. Moreover, such knowledge must be kept timely, through regular research on recent developments, theories and advances. Knowledge is not a static quality, but an ever growing and evolving virtue. Great teachers know their subject. Knowledge alone, however, is not enough. Like some many other pursuits in life, high quality teaching also requires communication. A Professor must demonstrate effective two way communication, to assure not only the delivery, but also the receipt, of the knowledge to be conveyed. Such effective communication takes place when a teacher is always prepared, exudes a contagious enthusiasm for the subject discussed, offers concepts in an understandable, focused and interesting manner, and shares a passion, relevance and real world application of the material presented. Great teachers motivate, fascinate and educate. Conveyance of knowledge through effective communication, however, is only the first step to first class teaching. Equally important is the retention of such conveyed knowledge by the student. For if such knowledge is not retained, the conveyance was in vain. A Professor succeeds when their student succeeds, and a professor should not only assure delivery, but also develop methods and measures that promote long term retention. Different students retain differently, requiring the use of a variety of mediums and methods. Lectures, written materials, audio and visual presentations and practical interactions must all be selected and presented in a complementary manner, to promote the repetition and re-enforcement that leads to retention, without the dull redundancy that produces boredom and disinterest. Creative Intellectual devices and responsive measurements further prove helpful in pursuit of this goal. In the end, retention is a cornerstone to learning. Great teachers communicate knowledge in ways it will be retained. The final measure of effective teaching is student understanding. A Professor has succeeded when their student understands the retained knowledge communicated. Building understanding, the hardest task in all of teaching, requires a Professor to motivate students to develop their own intellectual talents, and to apply their recently retained knowledge to new and different situations. Offered by way of the teacher’s enlightened path of perspective and insight, understanding is attained by the student through their own thought and analysis. Through understanding, the future application and extension of communicated knowledge can be achieved. Producing understanding is thus the essential element of education. It is the fundamental factor for which a teacher must effectively test, and inspiring students to achieve it, is the ultimate hallmark of an effective teacher. Great teachers advance understanding. It these four measures, knowledge, communication, retention and understanding, that I wish to employ as a professor at SUNYA. It is through their framework that I wish to offer my time, talent, energy, enthusiasm and effort. It is upon their foundation, that I wish to combine my experience, to provide an added depth and relevance in the education of our students. It is upon this philosophy, that I wish to develop into a great teacher.

12. Rules for Our Adventure: For our Adventure to be Successful: 1. We need to get to know each other. You now know a bit about me, and so I need to know a bit about you. Please Complete the Student Biography Form Its worth 5 points toward your final grade

13. Rules for Our Adventure: • For our Adventure to be Successful: • 2. You need to come to Class. • The first step of any successful adventure is simply to be there. • As a result, each Class will begin by circulating a sign in sheet. • Sign Only Your Own Name • Class attendance will be reflected as a part of your final grade.

14. Rules for Our Adventure: • For our Adventure to be Successful: • 3. You Will Need: • A Thirst for Intellectual Excitement • A Hunger to be a Part of a Challenge • A Willingness to Explore and Eagerness to Learn • TEXTBOOK: • – Anderson’s Business Law: and the Legal Environment • - Either the 21st or 20th Edition. • Access to a computer, to visit our class website • http://www.bobfarley.org/24blaw321/blaw321.htm • - Where one can find everything you need for a successful adventure.

16. http://www.bobfarley.org/03lawclasses/businessorganizationlaw.htmhttp://www.bobfarley.org/03lawclasses/businessorganizationlaw.htm

17. Are you a sailboat or are you a submarine? • Well my dear students, • let me focus your attention on this class • as any good professor of law would do, • by asking a question of my own.

18. Sailboat Students • A sailboat student • simply skims the tides of knowledge. • Merely reacting to the waves of information before them, • sailboat students fail to truly comprehend the conditions the sea of learning • presented during their trip. • Sailboat students are mere passengers on the adventure, • never bothering to ask what causes such conditions below the surface • upon which they travel. • Conversely, the sailboat student leaves their vessel at the end of the journey • without ever asking what lies beneath the surface of the water. • They sadly lose the opportunity to make the deep discoveries • that their adventure offers.

19. Submarine Students • Conversely, the Submarine student • longs to not only enjoy the beauty • of not only cruising on the surface, • but also dares to venture into watery depths of understanding. • By permitting themselves to at times be immersed • in the knowledge of the subject waters before them, • Submarine students choose the journey of full perspective learning, • weathering the storms of uncertainty, • by diving into the information of the deep. • Those brave students, dedicated enough • to wear the dolphin insignia upon their lapel of learning, • are rewarded with the exhilaration of understanding and knowledge, • grasping the full opportunity of discovery and enrichment.

20. Which are You? • For those of you courageous and dedicated enough to become submariners, • I urge you to thoroughly complete the reading assignments in our text book, • in addition to the slides posted to our website. • Through that endeavor, you can take the plunge • into the full depths of understanding. • For those of you more inclined to a sailboat adventure, however, • please know that we will do our best here in class • to serve as an effective tour guide for our adventure • into the Law of Business Organizations. • As a lawyer, however, I must advise you all of a caveat. • It is my experience, that reading is indeed the true gateway to learning. • It can, like few other mediums, transport our minds • to the wonderful world of understanding and comprehension. • You show me a gifted, educated person,I’ll show you a reader.

23. So Let’s Begin our Grand Adventure Our Adventure into Business Organizations

24. An Adventure in the Law • To start our Adventure we need to think about • what we are going to cover this semester: • The course syllabus serves as our road map. • We will talk about • Agency; • Partnerships and personal business entities; • Corporations; • Public Authorities; • Limited Liability; • Insurance; and • Bankruptcy

25. An Adventure in the Law For the very first step on our Adventure we need to know: What is the“Law”? We need to find out, we need to discover this answer. And just how do we do that? Well good law students, like good adventures and explorers, love books. Books are the treasure trove of answers.

26. Adventures in the Law – So Just What is the Law? That is why every really wonderful adventure starts with a good book

27. Adventures in the Law – So Just What is the Law? • So Let’s Start with Black’s • Black’s Law Dictionary • is the Gold Standard • of Legal Definitions. • If we need to know a term • in the law, a legal definition, • we should start with Black’s.

28. And so, • What is the“Law”? • The “Law” has been defined by Black’s Law Dictionary as follows: • “That which is laid down, ordained, or established. • A rule or method according to which a phenomena or actions co-exist or follow each other. • Law, in its generic sense, is a body of rules of action or conduct proscribed by controlling authority, and having binding legal force. … • Law is a solemn expression of the will of the supreme power of the state.” • Perhaps the simplest description of the Law, however, is that: • “Law is the Rules by which civilization is ordered.”

29. The Chief Elements / Components of the Law are: • 1. Rules • 2. Pronounced, laid down and/or issued • by a controlling authority; • 3. That are consistent and lasting; and • 4. That are enforceable and followed • by the governed. • Early laws were simply directives from a king or sovereign.

30. Modern Laws Include: • Constitutions:Both Federal and State • Statutes: Enacted by Elected Legislative Bodies • (Such as Congress or State Legislature) • Case Law:Also known as “The Common Law” • (Case Decisions delivered by Courts) • Regulations: Promulgated by government (Executive) agencies (Agency pronouncements designed to amplify or clarify their authority as provided in statute or constitution) • Executive Orders: Issued by Executive (President or Governor) (Instructions by the Executive to their agencies directing them how to execute a procedure or law)

31. The United States of America • A Representative, federal, Republic. • Pursuant to our United States Constitution, • our laws come from our government • and our government comes from the people. • This system is set up by our • United States Constitution • which is the Rule Book • for our Government • and its Laws.

32. The United States of America • A Representative, federal, Republic. • Articles IV and VI of the United States Constitution • expressly provide: • The United States shall guarantee to every State in this Union • a Republican Form of Government … and • This Constitution, and the Laws of the United States • which shall be made in Pursuance thereof; • and all Treaties made, or which shall be made, • under the Authority of the United States, • shall be the supreme Law of the Land; • and the Judges in every State shall be bound thereby, • any Thing in the Constitution or Laws of any state • to the Contrary notwithstanding.

33. As a result of this representative, federal, republic: • Laws are made pursuant to the following construct: • Federal Government (For All National Laws – Supreme but Limited Powers) • President (Executive) Congress (Legislative) Federal Courts (Judicial) • State Government(For All State Laws – Subservient but Unlimited Powers) • Governor (Executive) State Legislature (Legislative) State Courts (Judicial)

34. Federal Government (Separation of Powers and Checks and Balances) • President (Executive) Congress (Legislative) Federal Courts (Judicial) • Supreme Court • US Senate US House of Representatives • US Court of Appeals • US District Court

35. State Government(Pursuant to State Constitution – Similar Checks and Balances) • Governor (Executive) State Legislature (Legislative) State Courts (Judicial) • NYS Court of Appeals • NYS Senate NYS Assembly • Appellate Division of NYS Supreme Court • NYS Supreme Court

36. Priority of Laws: • 1. Constitution: Established by Convention of Elected Delegates to provide governmental framework and protections of individual rights, they are supreme to all other laws as interpreted by the Courts • 2. Statute: Laws passed (enacted) by an elected legislative body (Congress or State Legislature) and signed into law by the Executive (President or Governor). • 3. Regulation: Promulgated by government (Executive) agencies to amplify or clarify their authority as provided in statute or constitution. • 4. Executive Order: Issued by Executive (President or Governor) as an instruction to their agencies on how to execute a procedure or law. • Case Law or Common Law - • Decisions issued by courts which provide legal rules by: • 1. Interpretation of a Constitution, Statute, Regulation or Executive Order, or • 2. Clarifying or creating law pursuant to past court decisions.

37. This is a class on the Law of Business Organizations One can not have a true understanding the Law of Business and the Organizations which are its vehicle to accomplish its goals, unless they have a true understanding of the Law. Moreover to truly understand the Law of Business, we need to understand these Organizations as the vehicle which delivers the needs of Commerce. That requires us to have an understanding of the Law which governs the rules of the road upon which we drive that vehicle.

38. For Next Time: We will begin with: The Wonderful World of Agency aka “show me the money”

39. Thank you for Coming • Bonus Questions of the Day • For next time – Read Chapters 37 and 38 • We are a hot bench. • Questions.