University of Puerto Rico

Mayagüez Campus
College of Business Administration

Syllabus & Instructor Information Sheet1

A. COURSE SYLLABUS
1. General Information:
Course Number: ADMI 4002 026; ADMI 4002 076; ADMI 4002 080
Course Title: BUSINESS LAW
Credit-Hours: three hours per week
Academic Term: Spring Term 2020-2021

2. Course Description:
This course covers the organization and operation of business associations. It includes partnerships under the civil
code, and commercial companies, joint accounts, joint ventures, and corporations. It covers the principle of artificial
personality (artificial persons) and the concept of limited liability. The course also covers “bills and notes” and other
negotiable instruments, with emphasis placed on the concept of negotiability, the definition of holder in due course,
the answerability of makers, drawers, and endorsers, bills of exchange, and the protest of bills of exchange, criminal
liability for the forgery of negotiable instruments and for the issue of checks with insufficient funds. The course also
contains a brief survey of bankruptcy law, covering voluntary bankruptcy, acts of bankruptcy, and discharge in
bankruptcy.
3. Pre/Co-requisites:
ADMI 4001- INTRODUCTION TO LAW
4. Texbook, Supplies and Other Resources:
 Kubasek, Browne, Herron, Dhooge & Barkacs (3rd ed. 2016) Dynamic Business Law: The Essentials, McGraw-
Hill New York. ISBN- 9780078023842
1. e-Textbook available at: https://www.vitalsource.com/products/dynamic-business-law-the-
essentials-nancy-kubasek-v9781259404061
1. IMPORTANT: The assigned textbook is the US
version. Students who use the
World/International edition or previous
editions of the US version do that under their
responsibility.
Additional references
 Juan G. Riera Toro, El Derecho mercantil en PR
 Trigo, María de los Ángeles, The United States and its PROMESA to Puerto Rico (2016).
1. Available at: Huella Colegial and PR booksellers (Spanish); Barnes & Noble, Amazon, and other online
bookseller retailers (English).
 Miller, Roger LeRoy, Business Law Today: The essentials: Text & Summarized Cases--E-commerce, Legal,
Ethical, and International Environment, Thomson/South-Western West, 2008. KF888 .M554 2006
 Mann, Richard A., Essentials of Business Law and the Legal Environment, Thomson/West,
2007, KF889 .S55 2007.
 Cheeseman, Henry R., Business Law: Legal Environment, Online Commerce, Business Ethics, and
International Issues, Pearson Prentice Hall, 2007, KF889 .C433 2007.
 Nelson, Brian L., Law and Ethics in Global Business: How to Integrate Law and Ethics into Corporate
Governance Around the World, Routledge, 2006, K1005 .N4552 2006
 Acevedo Vallejo, Alberto A., Conceptos Básicos del Derecho Aplicables a la Administración de Empresas en
Puerto Rico, John Wiley & Sons, KGV327 .A34 2006.
5. Purpose:
This is a credited course. This course is preparatory work in completing a bachelor's degree in Business
Administration.
6. Course Goals:
This course is intentionally designed to enable students to develop at a basic level the following competencies:
X Interpersonal Skills

Information Technology Skills

X Ethical and Professional Behavior
x Entrepreneurship Skills
x Business management knowledge and skills with national and international perspective

X Research and Analitical Skills for Problem Solving

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Revised and updated: January 2019. College of Business Administration, Office of the Associate Dean of Academic Affairs.
Syllabus based on Prof. Miguel Seguí's ADMI 4002 Syllabus, Dr. Christopher Papadopoulos' INGE 3031 Data Sheet, and Prof. Jill
K. Goslinga's ACG 2021 Syllabus (Univ. of Florida).
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 Business Major-Related Skills, Knowledge, and Abilities

As a result of the academic experience during the course, the student should be able to describe and apply the
processes required to:
 Explain the nature of different forms of Business Associations.
 Describe the environment of Business Associations.
 Understand the concept of agency and the fiduciary duties.
 Explain the function of legal entities.
 Explain the importance of International Law in its application to global business transactions.
 Apply an ethical approach to the solution of problems with legal consequences.
7. Requirements:
Students are expected to:
o Complete all lessons.
o Do all the assigned readings and related homework in preparation for the synchronous sessions.
o Attend all synchronous sessions.
o Actively participate in class and teamwork.
o Complete all quizzes within the time allotted to them.
o Approve all tests to approve credits for the course.
o Have and use the necessary equipment to participate in the synchronous sessions and answer quizzes and tests.
o Master the online.upr.edu platform.
8. Campus & Instructor Policies: These policies do not change throughout the Term.

8a. Class attendance: The University of Puerto Rico at Mayagüez, reserves the right to deal at any time with
individual cases of non-attendance. Professors are expected to record absences of their students. Frequent
absences may affect the final grade, and may even result in total loss of credits. Students who show a
pattern of absences, continuous or discontinuous, will be referred to UPRM Professional Counseling Services.
Arranging to make up work missed due to a legitimate class absence is the responsibility of the student (see,
Undergraduate Catalog 2011-2012, pp. 69).

Regarding online classes, a student will be registered "present" only if the student completes the corresponding
weekly quiz within the allocated period to do so. Quizzes will open on Monday morning and will close on Friday at
11:55 PM. Once this period ends, quizzes WILL NOT be reopened. IMPORTANT!!!!!: The attendance quiz is not
part of the student’s evaluation for grading purposes. The professor is NOT RESPONSIBLE for computer
malfunction, network malfunction, AEE/electricity problems, online.upr.edu Administrator problems, www.study.com
Administrator problems or problems of any other nature that impair students' access to the attendance quiz. Students
who face problems with the online.upr.edu website must contact CTI Help Desk describing their problem and asking
whether the problem that inhibited access to the online.upr.edu website was under the control of online.upr.edu
Administrator. Students must send the professor copies of both the email they sent to CTI Help Desk and CTI Help
Desk' answer.

Students' attendance is registered in compliance with US Federal Economic Assistance Programs, and RUM
regulations. Students' attendance record WILL BE DULY NOTIFIED to the RUM Office of the Registrar and the
US Government.

The professor does not belong to the ADEM-RUM management team. Therefore, the professor is not
responsible for decisions regarding whether, when or where the class will meet when “paros”, “huelgas” or any other
event (e.g., hurricanes, floods, AEE blackouts, AAA service interruptions, earthquakes, road problems, etc.) interrupts
our class. This is an ADEM-RUM management team’s decision EXCLUSIVELY. When these interruptions occur, the
professor must wait for the ADEM-RUM management team’s decision. If you need information regarding whether,
when or where the class will meet when “paros”, “huelgas” or any other kind of interruption (e.g., hurricanes, floods,
AEE blackouts, AAA service interruption, earthquakes, road problems, etc.) occurs, PLEASE contact the RUM-
ADEM management team.

8g. Ethics: Each student is expected to do his or her own work. Tests should be answered by each
student and NOT IN TEAMWORK. IF THE WORK OF OTHERS IS SUBMITTED FOR EVALUATION, THE
STUDENT HAS COMMITTED PLAGIARISM. CHEATING AND PLAGIARISM ARE NOT TOLERATED AND
WILL BE PROCESSED THROUGH THE PERTINENT DISCIPLINARY, ADMINISTRATIVE AND LEGAL
PROCESSES. STUDENTS MUST ACCEPT AND ABIDE BY THE CODE OF HONOR IN ORDER TO BE
ALLOWED TO TAKE AND SUBMIT TESTS, PRUEBAS, QUIZZES, ETC. Any academic fraud (including
violations of the Code of Honor) will be subject to disciplinary sanctions as described in articles 6.2 and 6.3 of the
General Student Bylaws of the University of Puerto Rico, revised and updated in Certifications 13-2009-2010, 60-
2010-2011, 154-2010-2011 (as amended on July 28, 2011) of the Board of Trustees. The professor will comply
with Articles 2.6-2.14 of the Bylaws.

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8j. Electronic Communications:
 professor will be available for consultation during class sessions and office hours exclusively.

 PLEASE READ!!!!!: At least 24 hours before the student’s

desired appointment time slot, the student must register for
the appointment through the following link
https://calendly.com/evaluz-cotto
 Students are expected to follow Mount St.
Students may contact the professor through e-mail.
Mary's College rules of E-mail Etiquette printed below.

Professor will generally respond to students'

queries via email within 48 hours Monday to Friday
from 8:00 AM to 6:00 PM, exclusively.
IMPORTANT: In order for the professor to be able to
write the Final Exam, mark it, calculate and report
your and your fellow students' grades on the UPRM
Academic Calendar deadline: After the last day of
classes and during the Review and Final Exam
period, the professor will have limited access to her
email. Thus, it could take her longer to respond.
Beware: electronic communications may result in
prosecution for federal offenses.
Mount St. Mary's College
E-mail Etiquette: Helpful Tips Regarding Electronic Communication
With the proliferation of computers and electronic communication, questions arise regarding proper etiquette for
electronic mail. Here are some aspects to consider when composing, sending and replying to e-mail messages.
 The subject line shall identify the course and section you are enrolled in, e.g.,
ADMI 4002 026; ADMI 4002 076; ADMI 4002 080.
 Messages should be concise and to the point. Try to keep messages to 25 lines or less.
 If you include a salutation in the message, use one you would normally use in traditional written
correspondence.
 E-mail is more conversational than traditional paper-based correspondence. However, people who do not know
you will form an impression of you by reading your message. Think about what you need to say. Phrase it
properly with acceptable grammar usage. Use punctuation only where it is necessary rather than
scattering it about for emphasis.
 Keep your intended audience in mind and construct your message accordingly. Reread the message to make
sure it is clear BEFORE YOU SEND IT.
 Special characters, fancy fonts and colors are not read the same by all machines. Avoid using them.
 Some systems cannot accept attachments or non-text files. It is wise to determine the capabilities of the
recipient’s system before sending attachments.
 Avoid abbreviations, jargon and acronyms unless you are certain those in the e-mail conversation will
understand what they are.
 If you must add emphasis, you can (1) put an asterisk (*) before and after a word or short phrase, (2) capitalize
the first letter of a word or the whole word (using uppercase letters is equivalent to shouting in e-mail
messages so use them sparingly), or (3) add extra exclamation marks.
 Include your printed name, title and contact information (frequently designated as a signature) at the end
of your message. The way e-mail addresses are written does not necessarily make it clear who is sending the
message.
 If you get an e-mail response and wish to keep the conversation flowing, do not start a new e-mail message
since this will lose the connectivity of the conversation. Simply reply and keep the exchanges together in the
same message.
 One of the advantages of e-mail is that it can save paper if one does not print every message. Make an effort to
save electronic messages on your computer and print only when necessary.

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  REMEMBER THAT NO E-MAIL IS PRIVATE. CONSIDERING THE OPEN NATURE OF THE
INTERNET, SOMEONE, SOMEWHERE PROBABLY HAS THE ABILITY TO READ YOUR E-MAIL. YOU
HAVE NO CONTROL OVER WHAT THE RECIPIENT OF YOUR E-MAIL DOES WITH YOUR
MESSAGE. DO NOT SEND AN E-MAIL THAT YOU WOULD NOT WANT TO READ IN
TOMORROW’S NEWSPAPER.
 E-mail messages are permanent even though you can “delete” them from your computer. Someone
with skill and knowledge can retrieve them from the system.
 E-mail is designed for convenience. Do not expect an immediate response.

9. Campus Resources:

EQUIPMENT REQUIRED: Computer, web cam and Internet access required. A. Rullán Toro, Directrices
generales de regreso a labores en el primer semestre académico 2020-2021, pág. 2 (13 de julio de 2020)

11. Content Outline and Time Distribution

 Introduction (1.0 hrs)
 Partnerships (6.0 hrs)
 Civil and Commercial Partnerships/Limited Liability/Liability of Partners
 Corporations (6.0 hrs)
 Domestic and foreign corporations/Public and private corporations/Certificate of incorporation/Different levels of authority/Mergers and
consolidations
 Agency Law (6.0 hrs)
 Definition of contract relationship with third parties/Fiduciary duties/Termination of contract
 Commercial Paper (6.0 hrs)
 Definition and Purpose of Commercial Paper/Requisites/Holder and holder in due course/Endorsements and primary and secondary
liability
 Bankruptcy Law (6.0 hrs)
 General Principles of Bankruptcy/Chapter Seven: The trustee and the estate/Priorities and exemptions/Preferences and voidable
transfers/Leases/Chapters Eleven and Thirteen
 Securities (3.0 hrs)
 Federal Securities Act (1933)/Securities and Exchange Act (1934)/Insider Trading/Other anti-fraud provisions/Puerto Rico Securities Law
 Labor Law (6.0 hrs)
 Act No. 80/Anti-discrimination Law (Title 7)/Federal and Local Case law/Local and federal minimum wages laws
 Trademark and Consumer Law (3.0 hrs)
B. INSTRUCTOR INFORMATION SHEET
1. General Information:
Instructor: Evaluz Cotto
Rank: Associate Professor
Office Hours: Per appointment EXCLUSIVELY. Monday: 3:00PM-4:30PM; Tuesday 3:00PM-
4:30PM and Friday 3:00PM-6:00PM

PLEASE READ!!!!!: At least 24 hours before the

student’s desired appointment time slot, the student
must register for the appointment through the following
link https://calendly.com/evaluz-cotto
IMPORTANT: In order for the professor to be
·
able to write the Final Exam, mark it, calculate
and report your and your fellow students' grades
on the UPRM Academic Calendar deadline: After
the last day of classes and during the Review and
Final Exam period, there will be no office hours
and the professor will not schedule appointments.
E-mail/URL: evaluz.cotto@upr.edu

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2. Instructional Strategy:
 Rullán Toro A., Directrices generales de regreso a labores en el primer semestre académico 2020-2021,
pág. 2 (13 de julio de 2020)

Synchronous and asynchronous classes: Regarding online classes, a student will be registered "present" only
if the student completes the corresponding weekly quiz within the allocated period to do so. Quizzes will open on
Monday morning and will close on Friday at 11:55 PM. Once this period ends, quizzes WILL NOT be reopened.
IMPORTANT!!!!!: The attendance quiz is not part of the student’s evaluation for grading purposes. The
professor is NOT RESPONSIBLE for computer malfunction, network malfunction, AEE/electricity problems,
online.upr.edu Administrator problems, www.study.com Administrator problems or problems of any other nature that
impair students' access to the attendance quiz. Students who face problems with the online.upr.edu website must
contact CTI Help Desk describing their problem and asking whether the problem that inhibited access to the
online.upr.edu website was under the control of online.upr.edu Administrator. Students must send the professor
copies of both the email they sent to CTI Help Desk and CTI Help Desk' answer.

3. Evaluation/Grade Reporting:
Two Partial Tests - 80% Final Exam - 20%

Grade Reporting:
100 - 90 – A 69 - 60 – D
89 - 80 – B 59 - 0 – F
79 - 70 – C

 PLEASE READ!!!!: Three partial tests will be offered, but only two of them will be considered for the grade (the
lowest score will be eliminated). Therefore, NO MAKE-UP PARTIAL TESTS WILL BE OFFER.
o Quizzes and Tests will be monitored using the UPR provided
lockdown browser and lockdown monitoring software in
compliance with the rules adopted by UPRM. See, UPRM
Administrative Board Certification 19-20-143 (“Guías para uso de
cámaras en cursos a Distancia”).
 NO MAKE-UP “PRUEBAS”, "BONOS" WILL BE OFFER.
 STUDENTS WILL RECEIVED NO CREDIT FOR EXAMINATIONS (i.e., TESTS, PRUEBAS, BONOS)
TAKEN AT A SECTION THEY ARE NOT DULY REGISTERED.
 NO MAKE-UP FINAL EXAM will be offered for events such parties, weddings, family vacations and
reunions, cruises, conventions and other student organization events, jobs interviews and/or other
job-related meetings, internships, club sports and/or any other similar event of social, personal,
vocational or of any other nature.

Grading of written work will emphasize overall thought process and clarity. Correct answers without supporting
evidence will not receive credit. Do not submit any work with text, drawings not related to the Test, Prueba,
and/or "Bono". All written work should include your name, section, date, and question and/or problem number.
4. Assessment of Learning:
During the semester we will be using several techniques that will help us determine your level of learning. Our main purpose is to
help students identify how much and how well he/she is learning and to detect areas that may need reinforcement before the final
grade is determined. These techniques will also help the professor use more effective teaching strategies. Among others, we will
use: Pre-Post Test; Muddiest Point; Problem Recognition Tasks.

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5. PRELIMINARY Course Outline, Chapters Assigned and Schedule may be subject to
changes.
WEEK DATES CLASS TOPIC
MICRO JAN 14-15 Introduction & Syllabus’ discussion
WEEK
WEEK 1 JAN 19-22 Chapter 19 Pages 395-404 Secured Transactions and Bankruptcy
WEEK 2 JAN 25-29 Chapter 19 Pages 395-404 Secured Transactions and Bankruptcy
Bankruptcy Code Chapter 9 & PROMESA
WEEK 3 FEB 1-5 Chapter 21 Forms of Business Organizations
WEEK 4 FEB 8-12 Chapter 21 Forms of Business Organizations
WEEK 5 FEB 16-19 Chapter 22 Corporations: Formation & Organization
FEB 18(T&Th 1st Test- Chapters 19, 21 & Bankruptcy Code Chapter 9 & PROMESA
sections)/FEB19
(MWF section)
WEEK 6 FEB 22-26 Chapter 22 Corporations: Formation & Organization
WEEK 7 MARCH 1-5 Chapter 22 Corporations: Formation & Organization
WEEK 8 MARCH 8-12 Chapter 8 Pages 159-168 Real, Personal and Intellectual Property
WEEK 9 MARCH 15-19 Chapter 24 Employment and Discrimination Law
MARCH 18 (T&Th 2nd Test- Chapter 22 & Chapter 8 (Pages 159-168)
sections)/MARCH
19 (MWF section)
WEEK 10 MARCH 23-26 Chapter 24 Employment and Discrimination Law
WEEK 11 APRIL 5-9 Chapter 24 Employment and Discrimination Law
Chapter 25 Consumer Law
WEEK 12 APRIL 12-16 Chapter 25 Consumer Law
WEEK 13 APRIL 19-23 Chapter 25 Consumer Law
APRIL 22 (T&Th 3rd Test- Chapters 13 & 22
sections)/APRIL 23
(MWF section)
WEEK 14 APRIL 26-30 Chapter 17 Negotiable Instruments, Negotiability & Transferability
MICRO MAY 3-5 Chapter 17 Negotiable Instruments, Negotiability & Transferability
WEEK

Final Test: Date and Time Assigned by the Registrar

50% 50%

Chapter 17 Negotiable Instruments, Negotiability & Previous Tests Topics < 70%
Transferability