Business Law — Complete Course

LAW is a body of enforceable rules governing relationships among individuals, businesses, and the state. In the United States the primary SOURCES OF LAW are (1) CONSTITUTIONAL LAW (the U.S. Constitution plus each state constitution — the supreme law of the land under the SUPREMACY CLAUSE, Article VI); (2) STATUTORY LAW (acts of Congress and state legislatures, plus local ordinances); (3) ADMINISTRATIVE LAW (rules, orders, and decisions of federal and state agencies such as the SEC, FTC, EPA, IRS, and NLRB, authorized by enabling statutes and constrained by the Administrative Procedure Act); (4) CASE LAW / COMMON LAW (judicial decisions applying the doctrine of STARE DECISIS — 'let the decision stand' — under which lower courts follow precedent from higher courts in the same jurisdiction); and (5) EQUITY, historically a separate stream that provides remedies such as injunctions and specific performance when money damages are inadequate.

The U.S. has a DUAL COURT SYSTEM: FEDERAL courts (U.S. District Court → U.S. Court of Appeals for one of 13 Circuits → U.S. Supreme Court) and 50 STATE court systems (typically trial court → intermediate appellate → state supreme court). A court must have JURISDICTION over both the SUBJECT MATTER of the dispute and the PARTIES. FEDERAL SUBJECT-MATTER JURISDICTION exists in two main forms: FEDERAL-QUESTION cases (arising under the Constitution, federal statutes, or treaties) and DIVERSITY cases (parties from different states AND amount in controversy exceeds $75,000). PERSONAL JURISDICTION over an out-of-state defendant requires MINIMUM CONTACTS with the forum state such that maintaining the suit does not offend traditional notions of fair play and substantial justice (International Shoe v. Washington, 1945). VENUE identifies the specific county or district where the case will be heard.

The CONSTITUTION limits government power over business chiefly through the COMMERCE CLAUSE (Congress may regulate interstate commerce, and states may not unduly burden it — the 'dormant' commerce clause), the DUE PROCESS CLAUSES (procedural — notice and opportunity to be heard; substantive — protects fundamental rights), the EQUAL PROTECTION CLAUSE (similarly situated persons must be treated alike), the TAKINGS CLAUSE (private property may not be taken for public use without just compensation), and the BILL OF RIGHTS. Business speech is protected under the FIRST AMENDMENT as COMMERCIAL SPEECH, subject to the Central Hudson four-part test. The 4TH AMENDMENT restricts warrantless administrative searches of closely-held businesses. Understanding these constitutional limits is essential because virtually every regulation you will encounter — from advertising rules to environmental permits — must operate within them.

A CIVIL LAWSUIT proceeds in defined stages: PLEADINGS (complaint, answer, counterclaim, reply); PRE-TRIAL MOTIONS (motion to dismiss under FRCP 12(b)(6), motion for judgment on the pleadings); DISCOVERY (interrogatories, depositions, requests for production and admission, e-discovery of ESI, physical/mental exams); SUMMARY JUDGMENT (granted when there is no genuine dispute of material fact and the movant is entitled to judgment as a matter of law — FRCP 56); TRIAL (jury selection/voir dire, opening statements, plaintiff's case-in-chief, motions for judgment as a matter of law, defense case, closing arguments, jury instructions, verdict); POST-TRIAL MOTIONS (renewed JMOL, new trial); and APPEAL (reviewing legal errors, not re-weighing facts). The burden of proof in most civil cases is PREPONDERANCE OF THE EVIDENCE (>50%), compared to BEYOND A REASONABLE DOUBT in criminal cases and CLEAR AND CONVINCING EVIDENCE for fraud and certain other claims.

ALTERNATIVE DISPUTE RESOLUTION (ADR) has largely displaced trial for commercial disputes because of cost, delay, and confidentiality concerns. The main forms are: NEGOTIATION (direct or through counsel — no third party); MEDIATION (a neutral facilitator helps the parties reach a voluntary settlement — non-binding); ARBITRATION (a neutral arbitrator or panel hears evidence and issues a binding award enforceable under the FEDERAL ARBITRATION ACT of 1925 — very limited grounds for judicial review); and hybrid processes such as MED-ARB and MINI-TRIAL. Arbitration clauses in consumer and employment contracts are generally enforceable (AT&T Mobility v. Concepcion, 2011; Epic Systems v. Lewis, 2018), though the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2022 carves out those claims.

BUSINESS ETHICS is the application of moral principles to business decisions. Two dominant frameworks are DUTY-BASED (deontological — Kantian, religious) which asks whether an action respects fundamental duties and rights, and OUTCOME-BASED (utilitarian) which asks whether it produces the greatest good for the greatest number. Modern practice often blends these with STAKEHOLDER analysis (employees, customers, suppliers, community, shareholders) and CORPORATE SOCIAL RESPONSIBILITY (CSR) and ENVIRONMENTAL/SOCIAL/GOVERNANCE (ESG) reporting. The DODD-FRANK WHISTLEBLOWER program at the SEC and the SARBANES-OXLEY CODE OF ETHICS requirement for senior financial officers embed ethics into securities regulation. The DOJ EVALUATION OF CORPORATE COMPLIANCE PROGRAMS (updated 2024) is the government benchmark for whether a firm's compliance function is 'well designed, adequately resourced, and working in practice.'

A CONTRACT is a legally enforceable promise or set of promises. Common-law contracts (services, employment, real estate) are governed primarily by the RESTATEMENT (SECOND) OF CONTRACTS and state case law; contracts for the SALE OF GOODS ($500+) are governed by UCC ARTICLE 2 (covered in Module 6). Four elements are required for a valid contract: (1) AGREEMENT (offer + acceptance); (2) CONSIDERATION; (3) CONTRACTUAL CAPACITY; and (4) LEGALITY. Defenses of GENUINE ASSENT (fraud, misrepresentation, mistake, duress, undue influence) and, for certain contracts, WRITING (the Statute of Frauds) may still defeat enforcement.

An OFFER requires (a) SERIOUS INTENT (objective, reasonable-person standard — not jest or invitation); (b) DEFINITE TERMS (identity of parties, subject matter, quantity, price, time — under the UCC 'gap-filling' is more permissive); and (c) COMMUNICATION to the offeree. Advertisements are generally invitations to negotiate, not offers, unless they are specific enough to be reasonably taken as offers (Lefkowitz v. Great Minneapolis Surplus Store, 1957). Offers may TERMINATE by revocation (before acceptance and communicated), rejection, counteroffer (which acts as rejection under the MIRROR-IMAGE RULE at common law), lapse of time, death or incapacity of the offeror, or destruction of the subject matter. ACCEPTANCE at common law must be a MIRROR IMAGE of the offer; under the MAILBOX RULE, an acceptance sent by an authorized means is effective on DISPATCH, while revocations are effective on RECEIPT.

CONSIDERATION is a BARGAINED-FOR EXCHANGE of legal value — a promise, performance, or forbearance that the parties treat as the price for the other's promise. Past consideration and illusory promises (where the promisor is not actually bound) are not consideration. Courts do not weigh ADEQUACY of consideration but will refuse to enforce grossly unconscionable deals. PROMISSORY ESTOPPEL supplies a substitute when a promise reasonably induces detrimental reliance (Restatement §90). CAPACITY defenses include MINORITY (contracts of a minor are voidable at the minor's option, subject to necessaries and ratification), MENTAL INCAPACITY (voidable if the person could not understand the nature of the transaction; void if judicially declared incompetent), and INTOXICATION (voidable if severe). LEGALITY defeats contracts to commit a crime or tort, usury, unlicensed practice, and those against public policy such as blanket noncompetes, exculpatory clauses for gross negligence, and unconscionable adhesion contracts.

Once formed, contracts may create THIRD-PARTY RIGHTS. An ASSIGNMENT transfers a party's rights to a third party (the assignee); DELEGATION transfers duties. Rights are generally assignable except for personal-service contracts, where assignment would materially change the obligor's risk, or where the contract prohibits it. INTENDED THIRD-PARTY BENEFICIARIES (creditor beneficiary or donee beneficiary) may enforce the contract; INCIDENTAL beneficiaries may not. Contracts DISCHARGE by PERFORMANCE (complete or substantial), by AGREEMENT (rescission, novation, accord and satisfaction), by OPERATION OF LAW (statute of limitations, bankruptcy discharge, impossibility, impracticability, frustration of purpose), or by BREACH.

A BREACH may be MINOR (substantial performance rendered — non-breaching party recovers damages but must still perform) or MATERIAL (goes to the essence — the non-breaching party is discharged and may sue for damages). ANTICIPATORY REPUDIATION allows immediate suit when a party clearly indicates before performance is due that they will not perform. The CONDITIONS analysis matters: conditions PRECEDENT (must occur before duty arises), CONDITIONS SUBSEQUENT (cut off an existing duty), and CONCURRENT CONDITIONS (mutually dependent performances). WAIVER and ESTOPPEL can excuse conditions.

REMEDIES divide into LEGAL (money) and EQUITABLE. Legal damages: COMPENSATORY (put the non-breaching party in the position it would have occupied — expectation), CONSEQUENTIAL (foreseeable losses under Hadley v. Baxendale, 1854), INCIDENTAL (costs of dealing with the breach), PUNITIVE (rare in contract — only for accompanying tort such as fraud), NOMINAL (breach without provable loss), and LIQUIDATED (agreed in advance — enforceable if difficult to estimate at formation and not a penalty). The non-breaching party has a DUTY TO MITIGATE. Equitable remedies apply where money is inadequate: SPECIFIC PERFORMANCE (unique subject — real estate, art), INJUNCTION (enjoin breach — e.g., a specific noncompete), RESCISSION and RESTITUTION (unwind the contract and return benefits), REFORMATION (rewrite to reflect actual agreement). ELECTION OF REMEDIES sometimes forces the plaintiff to choose. The UCC provides parallel remedies for buyers and sellers in Article 2.

A TORT is a civil wrong (other than breach of contract) for which the law provides a remedy in damages. Torts fall into three categories. INTENTIONAL TORTS require intent to do the act (not necessarily the harm) and include ASSAULT, BATTERY, FALSE IMPRISONMENT, INTENTIONAL INFLICTION OF EMOTIONAL DISTRESS, DEFAMATION (libel/slander — the plaintiff must show a false statement of fact, publication, and, for public officials/figures, ACTUAL MALICE under New York Times v. Sullivan, 1964), INVASION OF PRIVACY (four branches: intrusion, appropriation, public disclosure of private facts, false light), TRESPASS TO LAND, TRESPASS TO CHATTELS, CONVERSION, and business torts such as FRAUDULENT MISREPRESENTATION, WRONGFUL INTERFERENCE with a contract, DISPARAGEMENT, and MISAPPROPRIATION OF TRADE SECRETS.

NEGLIGENCE has four elements: (1) DUTY of care owed to the plaintiff; (2) BREACH of that duty (measured against the REASONABLE PERSON standard, or a professional standard for lawyers, doctors, accountants); (3) CAUSATION — both CAUSE-IN-FACT (the 'but-for' test, or substantial-factor in multi-cause cases) and PROXIMATE CAUSE (foreseeability — Palsgraf v. Long Island Railroad, 1928); and (4) DAMAGES. Defenses include COMPARATIVE NEGLIGENCE (most states — pure or modified 50%/51% bar), CONTRIBUTORY NEGLIGENCE (a few states), ASSUMPTION OF RISK, and STATUTE OF LIMITATIONS. Special doctrines include NEGLIGENCE PER SE (violation of a safety statute), RES IPSA LOQUITUR (the thing speaks for itself — permits inference of negligence), and DRAM SHOP ACTS.

STRICT LIABILITY imposes liability without fault for abnormally dangerous activities (blasting, keeping wild animals) and, most importantly, for PRODUCT LIABILITY. Under Restatement (Second) of Torts §402A a seller of a product in a DEFECTIVE CONDITION UNREASONABLY DANGEROUS is liable for physical harm to users and consumers. The three defect categories are MANUFACTURING defects (product departs from intended design), DESIGN defects (Restatement (Third) uses a RISK-UTILITY test — a reasonable alternative design was available at reasonable cost), and MARKETING/WARNING defects (inadequate warning of non-obvious risks). Defenses include product MISUSE (only unforeseeable misuse), ASSUMPTION OF RISK, COMPARATIVE FAULT, PREEMPTION, and the state-of-the-art / component-part defenses. Recovery may include compensatory and, in cases of reckless indifference, PUNITIVE DAMAGES, which the Supreme Court has held generally must not exceed a single-digit multiple of compensatory damages (State Farm v. Campbell, 2003).

UCC ARTICLE 2 governs contracts for the sale of GOODS — tangible, movable, identifiable things at the time of identification to the contract. Article 2 has been enacted in every state except Louisiana. A MERCHANT is one who deals in goods of the kind or otherwise holds themselves out as having knowledge or skill peculiar to the practices or goods involved (§2-104). Merchant-only rules include the FIRM OFFER (a signed writing by a merchant to hold an offer open is irrevocable up to 3 months even without consideration — §2-205), the MERCHANT CONFIRMATION exception to the Statute of Frauds (§2-201(2)), and the implied WARRANTY OF MERCHANTABILITY (§2-314).

Formation under Article 2 is more permissive than at common law. A contract exists whenever the parties' conduct shows they intend to be bound, even if terms are open — QUANTITY is the one term that must be stated (or fixed by an output/requirements formula). BATTLE OF THE FORMS (§2-207) rejects the mirror-image rule: between merchants, additional terms in an acceptance become part of the contract unless (a) the offer expressly limits acceptance to its terms, (b) the additional terms materially alter the contract, or (c) the offeror objects within a reasonable time. RISK OF LOSS turns on the shipping term: F.O.B. shipping point — risk passes at delivery to carrier; F.O.B. destination — risk passes on tender at destination. For non-carrier cases, risk passes on RECEIPT if seller is a merchant and on TENDER otherwise. IDENTIFICATION of goods is required before title or risk can pass and gives the buyer an insurable interest.

WARRANTIES protect the buyer. EXPRESS WARRANTIES arise from any affirmation of fact or promise, description, or sample/model that becomes part of the basis of the bargain (§2-313). IMPLIED WARRANTY OF MERCHANTABILITY (merchant sellers only) — the goods are fit for the ordinary purpose (§2-314). IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE arises when the seller knows the buyer's purpose and the buyer relies on seller expertise (§2-315). Warranties may be DISCLAIMED (except that express warranties, once made, cannot be disclaimed in a way inconsistent with them). Merchantability disclaimer must mention 'merchantability'; fitness disclaimer must be conspicuous and in writing. 'AS IS' language disclaims implied warranties. The MAGNUSON-MOSS WARRANTY ACT (1975) requires consumer product warranties to be labeled 'Full' or 'Limited' and prohibits disclaiming implied warranties whenever a written warranty is given. Remedies parallel the common-law scheme: buyers may COVER (§2-712), sue for damages, or in narrow cases (unique goods) obtain SPECIFIC PERFORMANCE (§2-716); sellers may resell (§2-706), recover the contract-market difference, or sue for the price (§2-709).

AGENCY is a fiduciary relationship in which the AGENT acts on behalf of and subject to the control of the PRINCIPAL. Agency may be created by AGREEMENT (express or implied), by RATIFICATION (principal adopts an unauthorized act), by ESTOPPEL (principal's conduct leads a third party to reasonably believe the agent has authority), or by OPERATION OF LAW (emergency). Types of authority: ACTUAL EXPRESS (explicit instructions), ACTUAL IMPLIED (necessary to carry out express authority), and APPARENT (third party reasonably believes agent has authority based on principal's manifestations). Agents owe fiduciary duties of LOYALTY, OBEDIENCE, CARE, NOTIFICATION, and ACCOUNTING; principals owe duties of COMPENSATION, REIMBURSEMENT, INDEMNIFICATION, COOPERATION, and SAFE WORKING CONDITIONS.

The employer is liable for the torts of an employee committed within the SCOPE OF EMPLOYMENT under the doctrine of RESPONDEAT SUPERIOR (Latin: 'let the master answer'). Courts consider whether the act was authorized, occurred at authorized time and place, served the employer's interest, and was foreseeable. A FRAM (frolic vs detour) — a minor deviation is a detour (still in scope); a major deviation is a frolic (outside scope). INDEPENDENT CONTRACTORS generally do not create respondeat superior liability, though exceptions exist for non-delegable duties and abnormally dangerous activities. The DOL and IRS use multi-factor tests (economic-realities and 20-factor) to classify workers; misclassification exposes employers to back wages, taxes, and penalties. The AB5-style ABC test in California and several other states makes classification much stricter for gig workers.

EMPLOYMENT LAW blends common-law EMPLOYMENT AT WILL (either party may terminate at any time for any lawful reason) with a growing web of statutory limits. Key federal statutes: TITLE VII of the CIVIL RIGHTS ACT of 1964 (race, color, religion, sex — including sexual orientation and gender identity per Bostock v. Clayton County, 2020, pregnancy, national origin); AGE DISCRIMINATION IN EMPLOYMENT ACT (ADEA — 40+); AMERICANS WITH DISABILITIES ACT (ADA — reasonable accommodation and undue hardship); EQUAL PAY ACT; PREGNANT WORKERS FAIRNESS ACT (2023); FAIR LABOR STANDARDS ACT (FLSA — minimum wage, overtime, child labor); FAMILY AND MEDICAL LEAVE ACT (FMLA — up to 12 weeks unpaid); OCCUPATIONAL SAFETY AND HEALTH ACT (OSHA); NATIONAL LABOR RELATIONS ACT (NLRA — concerted activity, unions); WORKER ADJUSTMENT AND RETRAINING NOTIFICATION (WARN — 60-day mass-layoff notice); and IMMIGRATION REFORM AND CONTROL ACT (IRCA — I-9 verification). The FTC 2024 Non-Compete Rule was enjoined by a federal court; state law still governs enforceability of noncompetes, with California, Minnesota, North Dakota, and Oklahoma banning most noncompetes.

The choice of entity balances LIABILITY, TAX, MANAGEMENT, CAPITAL FORMATION, and CONTINUITY. A SOLE PROPRIETORSHIP is the default — no formation, no separate entity, single owner personally liable, pass-through taxation (Schedule C). A GENERAL PARTNERSHIP (Uniform Partnership Act / Revised UPA) forms by agreement, each partner has unlimited joint and several liability, apparent authority, and pass-through tax. LIMITED PARTNERSHIP (LP) has one or more general partners with unlimited liability and limited partners who invest but do not manage; a LIMITED LIABILITY PARTNERSHIP (LLP) shields partners from vicarious liability for other partners' malpractice (used by professional firms). All partnerships must file Form 1065 and issue K-1s.

The CORPORATION is a separate legal person under state law with PERPETUAL EXISTENCE, LIMITED LIABILITY (shareholders lose only their investment), TRANSFERABLE SHARES, and CENTRALIZED MANAGEMENT via a board of directors. C corporations face DOUBLE TAXATION (corporate tax on earnings + shareholder tax on dividends); S corporations elect pass-through treatment (limited to 100 shareholders, one class of stock, U.S. individuals/trusts). Formation requires ARTICLES OF INCORPORATION filed with the secretary of state, BYLAWS, an organizational meeting, issuance of stock, and observance of formalities (annual meetings, minutes, separate bank accounts). PIERCING THE CORPORATE VEIL disregards the entity when shareholders commingle assets, fail to observe formalities, undercapitalize, or use the corporation to perpetrate fraud. Directors and officers owe fiduciary duties of CARE (informed decisions, protected by the BUSINESS JUDGMENT RULE) and LOYALTY (no conflicts, no usurping corporate opportunity). Delaware corporate law dominates because of the Court of Chancery and predictable case law.

The LIMITED LIABILITY COMPANY (LLC), authorized in every state and governed by the state's LLC act (many follow the RULLCA), combines corporate LIMITED LIABILITY with partnership-style PASS-THROUGH TAXATION (check-the-box under Treasury Reg §301.7701-3) and flexible management (member-managed or manager-managed under an OPERATING AGREEMENT). Members owe fiduciary duties similar to partners unless the operating agreement modifies them (subject to statutory limits). Interests are generally not freely transferable — transferees typically receive only economic rights unless admitted as members. Dissolution occurs on the event stated in the operating agreement, by written consent, judicially, or by expiration. Since 2024 many entities also face CORPORATE TRANSPARENCY ACT (CTA) BENEFICIAL OWNERSHIP INFORMATION reporting to FinCEN. Franchises are governed by the FTC Franchise Rule (16 CFR Part 436) requiring a Franchise Disclosure Document (FDD) 14 days before signing; state 'little FTC' acts add registration and relationship laws.

INTELLECTUAL PROPERTY protects intangible creations. A PATENT (35 U.S.C.) is a 20-year (utility) or 15-year (design) exclusive right granted by the USPTO to a novel, non-obvious, and useful invention. The America Invents Act (2011) shifted the U.S. to FIRST-INVENTOR-TO-FILE. Software algorithms and abstract ideas are unpatentable (Alice Corp v. CLS Bank, 2014). A COPYRIGHT (17 U.S.C.) protects original works of authorship fixed in a tangible medium — automatic on fixation, but registration is required to sue and to recover statutory damages. Life + 70 years (individual); 95/120 for works made for hire. FAIR USE (§107) is analyzed on four factors: (1) purpose and character (transformative?), (2) nature of the work, (3) amount used, (4) market effect. The DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA) safe harbor (§512) protects online service providers who follow notice-and-takedown procedures. TRADEMARKS (Lanham Act, 15 U.S.C. §1051 et seq.) protect brand identifiers — words, logos, colors, sounds — used in commerce; rights arise from USE, strengthened by federal registration on the PRINCIPAL REGISTER (®). Distinctiveness spectrum: fanciful/arbitrary/suggestive (inherently distinctive) > descriptive (only with secondary meaning) > generic (never protectable).

TRADE SECRETS protect commercially valuable information kept confidential through reasonable measures. Historically governed by state UNIFORM TRADE SECRETS ACT (UTSA), now supplemented by the DEFEND TRADE SECRETS ACT (DTSA, 2016) providing a federal civil cause of action and ex parte seizure in extraordinary cases. Remedies include injunction, damages (including unjust enrichment), exemplary damages up to 2x for willful misappropriation, and attorney fees. Employers protect trade secrets via CONFIDENTIALITY AGREEMENTS and, where enforceable, narrowly tailored NONCOMPETES and NON-SOLICITATION agreements — the Economic Espionage Act criminalizes theft benefitting a foreign entity.

CYBERLAW and PRIVACY: the COMPUTER FRAUD AND ABUSE ACT (CFAA, 18 U.S.C. §1030) criminalizes unauthorized access; Van Buren v. United States (2021) narrowed 'exceeds authorized access' to files the user is not entitled to obtain. The ELECTRONIC COMMUNICATIONS PRIVACY ACT (ECPA), STORED COMMUNICATIONS ACT, and WIRETAP ACT govern access to communications. Consumer privacy is a patchwork: HIPAA (health), GLBA (financial), COPPA (children under 13), FCRA (consumer reports), and the CAN-SPAM Act (email marketing). State laws lead — the CALIFORNIA CONSUMER PRIVACY ACT/CPRA (2018/2020), Virginia CDPA, Colorado CPA, and about 20 other state comprehensive laws grant consumers rights of ACCESS, DELETION, CORRECTION, PORTABILITY, and OPT-OUT of sale/sharing/targeted advertising. Businesses handling EU personal data must also comply with the GDPR. The FTC uses §5 (unfair or deceptive practices) to enforce privacy promises and reasonable data-security practices, resulting in consent decrees against Facebook, Uber, Zoom, and others. New AI regulations (EU AI Act 2024, Colorado AI Act 2024) impose risk-based obligations on developers and deployers.

SECURITIES REGULATION rests on two statutes. The SECURITIES ACT OF 1933 governs the primary market — public offerings must be REGISTERED with the SEC (S-1) with full disclosure via a prospectus; exemptions include Regulation D (Rule 506(b)/(c) private placements), Regulation A+ (tiered mini-public offering up to $75M), Regulation Crowdfunding (up to $5M), and Rule 147 intrastate offerings. The SECURITIES EXCHANGE ACT OF 1934 governs the secondary market and reporting companies — Forms 10-K, 10-Q, 8-K, proxy rules, Regulation FD, tender offers under §14(d), and insider trading (§10(b) / Rule 10b-5, §16, and the MISAPPROPRIATION theory from United States v. O'Hagan, 1997). SARBANES-OXLEY (2002) added §302/§404 certifications and PCAOB oversight; DODD-FRANK (2010) added the whistleblower bounty program and clawbacks. The JOBS Act (2012) and Regulation Best Interest (2019) modernized offering exemptions and broker-dealer standards.

ANTITRUST LAW: the SHERMAN ACT §1 prohibits contracts, combinations, or conspiracies in restraint of trade. Horizontal PRICE-FIXING, BID-RIGGING, MARKET ALLOCATION, and GROUP BOYCOTTS are PER SE illegal. Other restraints are judged under the RULE OF REASON (market power + anticompetitive effect vs procompetitive justification). §2 prohibits MONOPOLIZATION (monopoly power + willful acquisition/maintenance beyond superior product/business acumen). The CLAYTON ACT reaches tying, exclusive dealing, and mergers likely to substantially lessen competition (§7). The FTC ACT §5 reaches unfair methods of competition and unfair/deceptive practices. HART-SCOTT-RODINO pre-merger notification is required above statutory thresholds (updated for 2025). Recent enforcement priorities include labor-market restraints, algorithmic pricing, digital-platform dominance, and health-care roll-ups. CONSUMER PROTECTION at the federal level runs through the FTC, CFPB (created by Dodd-Frank — regulates consumer financial products), Consumer Product Safety Commission (CPSC), FDA (food and drug labeling), and NHTSA (auto safety). Key statutes: Truth in Lending Act (TILA/Reg Z), Fair Credit Reporting Act (FCRA), Fair Debt Collection Practices Act (FDCPA), Equal Credit Opportunity Act (ECOA/Reg B), Magnuson-Moss Warranty Act, CAN-SPAM.

ENVIRONMENTAL LAW is dominated by federal statutes administered by EPA: NEPA (environmental impact statements), CLEAN AIR ACT, CLEAN WATER ACT, RCRA (hazardous waste 'cradle to grave'), CERCLA/SUPERFUND (strict, joint-and-several, retroactive liability for potentially responsible parties at contaminated sites), TSCA (chemicals), EMERGENCY PLANNING AND COMMUNITY RIGHT-TO-KNOW ACT (EPCRA), ENDANGERED SPECIES ACT, and the SEC 2024 climate-disclosure rule (litigation-stayed but influential). Businesses also navigate state 'mini-NEPAs' and increasing ESG scrutiny. INTERNATIONAL BUSINESS LAW: sales of goods between businesses in signatory countries default to the CISG (Vienna 1980) unless opted out. Cross-border disputes often go to arbitration under the NEW YORK CONVENTION (1958). The FOREIGN CORRUPT PRACTICES ACT (FCPA — anti-bribery and books-and-records) and UK BRIBERY ACT constrain corrupt payments. OFAC administers economic sanctions (including Russia, Iran, and North Korea programs); export controls run through the EAR (BIS Commerce), ITAR (State/DDTC), and CFIUS reviews inbound foreign investment for national-security risk. Modern trade tools include tariffs under Section 301 and Section 232.