Overview
Write a 2–page executive briefing of a selected U.S. federal or U.S. state court case pertaining to the topic of business entities.
By successfully completing this assessment, you will demonstrate your proficiency in the following course competencies and assessment criteria:
• Competency 1: Articulate the importance, context, purpose, and relevance of law in a business environment.
o Summarize the facts and ruling of a legal case.
• Competency 4: Evaluate legal options for creating a business entity.
o Analyze how a legal case could impact businesses.
o Explain how a legal case could impact a specific organization.
• Competency 5: Develop information literacy skills as applied to business law.
o Exhibit information literacy skills as applied to business law.
Context
Most organizations identify themselves as a specific type of business entity, such as a corporation or a partnership, for legal purposes. The types of legal entities that are available are dictated by public policy.
Read the Assessment 4 Context(attached) document for important information related to the following topics:
• Why the Form of Business Entity Is Important.
• The Notion of Limited Liability.
• Corporations and Piercing the Corporate Veil.
• Agency – What It Is and What It Is Not.
Questions to Consider
To deepen your understanding, you are encouraged to consider the questions below and discuss them with a fellow learner, a work associate, an interested friend, or a member of the business community:
• What are the advantages and disadvantages of forming a limited liability company?
• Should a member of a limited liability company be liable for obligations that arise after the member has left the company?
• How can a corporation be properly punished if it commits a tort or a crime?
• Are the steps required to incorporate an organization too easy or too difficult?
• Should shareholders be held personally liable for the wrongdoing of the corporations in which they hold shares?
• Under what circumstances should members of the board of directors be held personally liable for the wrongdoing of the corporations they govern?
• Is it ever a good idea to do business without creating some form of a limited liability business organization?
• What are the factors to consider when deciding whether to buy into a franchise such as McDonalds?
• What are the differences between a partnership and a limited liability business organization? How might different corporate entities impact entrepreneurial interests in relation to the global economy?
• Are the protections afforded corporate officers warranted in today’s business landscape? Given the litigation landscape of the modern United States, how could the protections that the courts provide to companies and partnerships be improved?
• Are there elements of the different business entities that should be strengthened, weakened, or eliminated altogether?
Assessment Instructions:
For this assessment, you will first select an actual business-related U.S. legal case, pertaining to the topic of business entities, based on briefly conducting associated research. Based on that, you will then select an organization that you believe would be impacted by that legal case. Having completed both of these tasks, you should assume you’re a senior manager in the organization you selected, and that you were asked to perform an analysis of the legal case and to write an executive briefing for the executive team of that same organization. Your executive briefing should include a summary of the case, as well as an evaluation of how the case impacts the organization.
The purpose of this format is two-fold:
1. To give you the opportunity to research and investigate a real court decision.
2. To challenge you to think about the business implications of the case, and specifically how the case will impact an actual organization.
In your case law analysis you must be able to navigate the court’s decision, and summarize and evaluate it. You may choose any business-related court case, either state or federal, as the basis for your case law executive briefing, as long as the case is applicable to the assessment topic. You are expected to conduct your own independent research to locate and evaluate the applicability of cases. A few appropriate case law websites are recommended for you in the Resources, but you are not limited to using cases from these sites.
For this assessment, use credible legal research databases and online resources, research federal and state court cases, and select any business-related case that has been decided by a state court, a federal court, or the United States Supreme Court. Then select an organization (potentially the organization for which you work) that you believe the selected case might impact. Write an executive briefing that addresses the following:
Research federal and state court cases pertaining to the topic of business entities. Select one court case and write an analysis that addresses the following:
1. Articulate the context and relevance of law in a business environment:
o Identify the parties who are before the court.
o Provide a brief background and context associated with the case. Summarize the facts in no more than 2–3 paragraphs.
o Identify the specific disagreement between the parties.
o Explain the ruling of the court and its business relevance in no more than 1–2 paragraphs. Was there a dissenting opinion? If so, explain why some of the judges or justices disagreed with the majority in the decision.
2. Evaluate the business impact of the case:
o Summarize your analysis of how the case will impact businesses in general, including both positive and negative impacts.
o Indicate the organization you selected as potentially impacted by the case and why you selected that organization.
o Explain how the case will impact the specific organization you selected, such that the executive team will understand the implications of the legal decision.
Based on your executive audience, your executive briefing should be no more than two pages, and should be well organized and written in clear, succinct language. Follow APA rules for attributing sources that support your analysis and conclusions.
Academic Integrity and APA Formatting
As a reminder related to using APA rules to ensure academic honesty:
1. When using a direct quote (using exact or nearly exact wording), you must enclose the quoted wording in quotation marks, immediately followed by an in-text citation. The source must then be listed in your references page.
2. When paraphrasing (using your own words to describe a non-original idea), the paraphrased idea must be immediately followed by an in-text citation and the source must be listed in your references page.
Suggested Resources
The following optional resources are provided to support you in completing the assessment or to provide a helpful context.
Provided Resources
• Assessment 4 Context.(attached)
• Analyzing a Case Law | Transcript.(attached/provided)
o This multimedia presentation points out key areas of a case law. Use this presentation to help you complete your case analyses. Refer to this media as often as you need to.
• Business Law Foundational Concepts | Transcript.(attached/provided)
o This media piece offers interactive flashcards that you can use to learn (or review) foundational terms and concepts in business law. Refer to this study aid often and as needed.
Library Resources
• DuBoff, L. D. (2004). The law (in plain English) for small business. Naperville, IL: Sphinx Publishing.
Internet Resources
Access the following resources by clicking the links provided. Please note that URLs change frequently. Permissions for the following links have been either granted or deemed appropriate for educational use at the time of course publication.
• Nolo. (2013). Nolo law for all. Retrieved from http://www.nolo.com
o This resource provides helpful background on a range of legal issues. You may find the Free Legal Information section of the site particularly helpful.
Your assessments throughout this course will be case law analysis papers based on real-world court decisions you will choose and research independently. The following suggested resources provide helpful methods of locating relevant cases:
• FindLaw. (2013). US Supreme Court opinions. Retrieved from www.findlaw.com/casecode/supreme.html
• Cornell University Law School – Legal Information Institute (LII). (n.d.). Supreme Court: Most recent decisions. Retrieved from www.law.cornell.edu/supct
• Nolo. (2011). US Supreme Court center. Retrieved from http://supreme.nolo.com
• Oyez, Inc. (2011). U.S. Supreme Court media – Cases. Retrieved from http://www.oyez.org/cases
Case Law Analysis: Business Entities
Businesses take three primary structures of legal entities; sole proprietorship, partnership, and corporations. As legal entities, these firms have a right under the rule of law to sue and be sued for damages. Often, a corporation is termed as a legal person, implying that it can be held liable as a separate “person” from its owners. However, sometimes questions may arise about juristic persons’ capacity to sue, as is evident in the U.S. v. The Cooper Corp case.
Involved Parties
The civil case under analysis involves one plaintiff and several defendants. Notably, the United States government, the plaintiff, filed a civil suit against Cooper Corporation and seventeen others under the Sherman Anti-Trust Act.
Summary and Facts
The U.S. v. The Cooper Corp. case focuses on the legal entity concept as used in business law. The United States government had sued The Cooper Corp and other defendants for conspiring to raise prices for tires that the former had purchased. However, Cooper Corp filed an appeal against the civil suit, arguing that the government lacked the capacity and power to enforce the Sherman Act. In this case, the primary disagreement was whether the government was a legal entity that could take action for treble damages caused by the corporations under the Sherman Act.
The case was heard by the District Court, the Circuit Court of Appeals, and the Supreme court, where the judges made the ruling. The court ruled that the United States was a juristic person; thus, it could sue upon contracts made with it or in justification of property rights (United States v. Cooper Corp (1941), n.d.). However, despite being a legal entity, the court held that the rights and remedies provided by the Sherman Act would also affect the United States’ status of a “person” in a business contract. According to the court, when drafting the Sherman Act, Congress did not use the term “person” to include the United States government (United States v. Cooper Corp (1941), n.d.). Therefore, the court held that the government could not contend with the word “person” as used in the Act to push for a lawsuit against the defendants.
Business Relevance
The United States v. Cooper Corp case is vital in the business context because it exemplifies the legal entity concept as used in civil cases. In this scenario, the law regards government as a juristic person, implying that it is a collection or a compound of persons with common characteristics and is the meeting point of economic and juridical elements (Adriano, 2015). Besides being a collection of people, the government is considered a legal entity that is distinct from its members and has perpetual success and a common seal (Murali & Arya, 2018). Through the case provisions, readers can understand the government’s capacity to exist as a “person” that can be sued and sue other parties under business law.
Business Impact
Positive and Negative
The court’s ruling in the United States v. Cooper Corp case may positively and negatively impact the business environment. The ruling substantiates the government’s capacity to act as a natural person that can be sued by business entities for damages. Conversely, the Sherman Act’s conflicting provisions and the concept of legal entity create confusion about the degree to which the government can be held accountable by its business partners as a “person.”
Impact on Organization
I select my current firm for the analysis because it is a legal entity that conducts business with different organizations, including public corporations. In my view, the mentioned court’s ruling may be beneficial to our organization because it guides the legal remedies available to the firm in instances of a breach of contract by a government organization. Notably, our firm can sue the government for an infringement caused by its employees because the state exists as a distinct person under the law.
References
Adriano, E.A.Q. (2015). The natural person, legal entity or judicial person and juridical personality. Penn States Journal of Law and International Affairs, 4(1), 364-391. https://elibrary.law.psu.edu/cgi/viewcontent.cgi?article=1117&context=jlia
Murali, K.M., & Arya, R. (2018). A study on the concept of juristic personality. International Journal of Pure and Applied Mathematics, 120(5), 99-109. https://acadpubl.eu/hub/2018-120-5/1/10.pdf
United States v. Cooper Corp., 312 U.S. 600 (1941) (n.d.). Justia. https://supreme.justia.com/cases/federal/us/312/600/
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