RESPONSIBILITY IN PROFESSIONAL SERVICES

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LGST 612: RESPONSIBILITY IN PROFESSIONAL SERVICESSample Page
Spring 2013, Q3

Professor Kevin Werbach
[email protected] (best way to reach me)
(215) 898-1222
Session Times
LGST 612-007: MW 1:30-3:00pm
LGST 612-009: MW 3:00-4:30pm

649 Jon M. Huntsman Hall Office hours: Monday 12-1:30pm
Course Description and Objectives
Businesses function in an environment defined not only by market forces, but also by legal,
political, and ethical constraints. This course uses a professional services context to introduce
students to important challenges they will face as leaders in such fields as financial services
and consulting. However, the scope is not limited to these contexts, and the material will be
equally useful to students preparing for any position owing duties to third parties such as
partners, clients, suppliers, and customers.
This is a course about judgment. The primary goal is to develop skills in ethical and legal
analysis to make individual-level decisions about the proper courses of action when duties,
loyalties, rules, norms, and interests are in conflict. In today’s environment, managers without
exposure to these subjects can be woefully unprepared to develop business strategy or react to
situations, at great cost to their firms.
Instructor
Kevin Werbach is an Associate Professor in the Legal Studies and Business Ethics department.
In addition to publishing numerous articles on telecommunications and Internet policy,
Werbach is a pioneer in the emerging field of gamification, and the co-author of
For the Win:
How Game Thinking Can Revolutionize Your Business
. Outside his academic role, Werbach is the
founder of Supernova Group, a technology analysis and consulting firm. He served on the
Obama Administration’s Presidential Transition Team in 2008, and later was an expert advisor to
the U.S. Federal Communications Commission and the Department of Commerce on broadband
issues. Prior to Wharton, Werbach was the editor of
Release 1.0, a renowned monthly report on
technology trends, and Counsel for New Technology Policy at the FCC. He was named Wharton’s
first Iron Prof in 2010 for his talk, “All I Really Needed to Know I Learned in World of Warcraft.”
Course Materials
Coursepack available through Study.Net
LGST 612 / Werbach / Spring 2013 Page 2
Syllabus

Responsible Decision-Making
January 7 Doing the Right Thing
What does it mean to make business decisions in an ethical or responsible way?
Is complying with the law enough? What are your personal moral intuitions or
values, and how do they influence your answers?
Prior to class: complete Personal Information Survey in Canvas
Read:
Michael Sandel,
Justice: What’s the Right Thing to Do?, pp. 3-10
Steve Lopez, “Disneyland Workers Answer to ‘Electronic Whip’”
January 9 Ethical Frameworks
What are the different ways to evaluate tough decisions that have
potential ethical and legal repercussions? What are the implications of
each approach, and how can they help guide managers?
Prepare: Dicing with Death? case
Read: Donaldson & Werhane, “Introduction to Ethical Reasoning”
January 14 Conflicts of Interest
What happens when your obligations (legal or otherwise) come into conflict with
one another? How do you decide what to prioritize? And what counts as a suffi
ciently significant conflict?
Prepare: The Analyst’s Dilemma case
January 16 Global Context
This course does not center on global management, but an international per
spective is still important. Legal/ethical conflicts become even harder when
more than one set of laws or cultural norms is involved.
Prepare: Google in China case
Read: Tom Donaldson, “Values in Tension”
Managing Legal and Ethical Risk
January 23 Guest Speaker: Harold Dichter
We will hear from a senior corporate legal executive about how legal and ethical
considerations are addressed in a real-world context.
Bio: Harold B. Dichter is Senior VP and Associate General Counsel of Aramark,
a $13 billion managed services company. He is in charge of all securities mat
ters, M&A; financing; and all aspects of corporate governance. Prior to Ara
mark, Mr. Dichter was an associate at Simpson Thacher & Bartlett in New York
and Tokyo. He received his J.D., magna cum laude, from Harvard Law School
and his B.A., summa cum laude, from the University of Pennsylvania.

LGST 612 / Werbach / Spring 2013 Page 3

February 4 Contracts
Contracts are voluntary legal instruments that anticipate and address potential
disputes. In theory, they can address conflicts ahead of time, avoiding the need
for difficult judgment calls about what might have been intended. As we will
see though, contracts – while absolutely essential to functioning businesses – al
so have significant limitations in the real world.
Read: Basic concepts in the law of contracts (to be provided)
Prepare: A Wharton Student Gets an Unpleasant Surprise
Assignment: Find the “clickwrap” online agreement for a service that you use,
or a company you have experience with. This is the contract (often called
“terms of service” or “end user license agreement”) that you enter into by
clicking on a button when joining or using a service. You should always be
able to read the full text of the agreement by clicking on a hyperlink. Print
out the agreement and bring it to this class. Highlight what you believe is
the most surprising or interesting provision, and be prepared to discuss your
reactions.
Submit: Topic for final paper
February 6 Compliance
When are the actions of individuals attributable to firms? How do companies,
especially professional services firms, ensure their employees, contractors, and
partners adhere to legal, governmental, and ethical duties?
Prepare: Gerson Lehrman Group — Managing Risks case
Read: David Kaplan, “YouTube Founders’ E-Mails Show Struggles”
February 11 Dispute Resolution
Sometimes prospective measures fail to prevent a dispute from reaching the
point at which one or both parties seek recourse through the courts. How do liti
gation and settlement relate to business and ethical considerations?
Read: G. Richard Shell, Make the Rules or Your Rivals Will, chapter 1
Responsibility in Relationships
February 13 Employees and Shareholders
Some relationships give rise to a heightened standard of conduct known as fidu
ciary duties. However, the boundaries and obligations of fiduciaries are not al
ways clear. What is the legal and ethical responsibility of firms to internal
stakeholders such as employees and shareholders?
Prepare: The Employee “Exit Interview” – Common Information
Read: The Fiduciary Relationship: A Legal Perspective

LGST 612 / Werbach / Spring 2013 Page 4

February 18 Fraud and Insider Trading
When can failure to disclose or misappropriation of information result in legal li
ability? Is it unethical to benefit from material non-public information, and at
what point do actions constitute illegal insider trading?
Prepare: The Inside Trader
Read:
G. Richard Shell, Basic Elements of Business Fraud
G. Richard Shell, Confidential Information Trading
February 20 Clients
What obligations do professional services firms owe to their clients? What hap
pens when the firm’s interest and the client’s interest arguably conflict? These
issues were raised acutely in the recent financial crisis.
Read:
Reuters, “Goldman Sachs Charged with Fraud by SEC”
The Economist, “A Price Worth Paying”
Greg Smith, “Why I am Leaving Goldman Sachs”
The Goldman Sachs Business Principles
February 24 Final paper due
Your paper should be uploaded electronically in Word or PDF format via the Canvas assignment
link. The deadline is midnight on Sunday, February 24.
February 25 Broader Conceptions of Corporate Responsibility
Should individuals and firms have to do more than manage to maximize share
holder value? Do businesses have responsibilities to broader classes of stake
holders? Should business be treated as a “profession?”
Read:
Reason Magazine, “Rethinking the Social Responsibility of Business”
Khurana, Nohria & Penrice, “Is Business Management a Profession?”

Grading
Quizzes (20%)
There will be three quizzes done online on Canvas. These will focus on the course reading
materials but may also include key points from the class sessions. You may refer to the
readings or your notes, but you must do the quizzes individually.
Participation (30%)
You will be assessed on the overall quality of your contributions in all forms of class discussion.
Attendance is one factor in the participation score, but not the primary one.
Final paper (50%)
The largest single component of the grade will be a paper of 6-10 pages in length, double
spaced, which is
prior to the final class session (in order to avoid conflicts with the many other
exams and final assignments at the end of Q3). Details on the assignment are provided below.

LGST 612 / Werbach / Spring 2013 Page 5
All assignment deadlines are specified in Canvas, so please set up appropriate notifications to
complete the assignments on time. Unexecused late submissions may be accepted with a
markdown at the professor’s discretion.
Final Paper
The topic for your final paper must be approved by the instructor in advance. You must submit
a proposed topic via Canvas by Monday, February 4, although early submissions are encouraged.
Your topic must meet the following criteria:
1. Address one or more issues of law, ethics or both.
2. Involve a real-world situation or company. (Could be a hypothetical development based
on an existing situation, such as a proposed law being passed.)
3. Relate to a personal or career interest of yours.
The topic proposal need only be a sentence or two if that is sufficient to convey the idea. The
intent of this assignment is to give you leeway to pick a topic that you find meaningful and
that advances your understanding of responsibility in business. As starting points, here are
some ideas:
Write an ethics code or clickwrap terms of service agreement for your former company.
(Or, critique its existing one.)
Should professional services firms be subject to different standards of conduct than
other kinds of companies?
Should the U.S. government have imposed antitrust sanctions on Google?
How well the company you worked for handled a lawsuit, and what the best strategy
would be for similar legal issues it might face in the future.
Do “expert networks” constitute insider trading?
How Wal-Mart should respond to its recent bribery case in Mexico?
Should brokers be treated as fiduciaries under U.S. law, like investment advisors?
Should gun manufacturers be held legally liable for injuries caused by shootings?
Has the transition of investment banks such as Goldman Sachs from partnerships to
public companies compromised ethics?
Do MBA graduates believe they had sufficient training in legal and ethical responsibility
in business school, and what do they feel could have been better?
You are expected to obtain additional information beyond your own viewpoint and the course
materials. Depending on the topic, this might mean outside research, surveys of fellow
students, or interviews with businesspeople. The paper must be written individually, but you
may discuss your topic or conduct interviews with anyone you choose.
Classroom Expectations
I will follow the normal Wharton concert rules, with the following exceptions/addenda:
· Unlike many Wharton faculty, I do not object if you use laptops, tablets, or other electronic devices in class. However, this is a two-way street. I expect you to be focused
during class and to limit your use of electronic devices to note-taking or other activities that contribute to learning.

LGST 612 / Werbach / Spring 2013 Page 6
· Attendance will be taken at the beginning of each class. If you arrive late, it is your
responsibility to send me an explanatory email in order to be marked as present. If you
are unable to attend a session but can come to the other section that day (1:30 or 3:00
on MW), you will be marked as present if you notify me beforehand by email.
· All class sessions will be video recorded, and available on the Wharton Video Network.
You are welcome to review the videos for any reason, but please note that attendance
and class participation are still expected and counted toward your grade.
· Please bring a name tent to each class (or make one). I try hard to give accurate credit
for class participation, but it is difficult to memorize everyone’s face in a short course.
Student-Faculty Lunches
I would be glad to have lunch with groups of students during the course, or in Q4 after it
concludes. For reference, I work in three primary areas: Internet and telecommunications
regulation; technology industry trends; and gamification (application of digital game design
techniques to business). I would be glad to discuss any of these topics, or issues more directly
related to the course.
If you are interested in scheduling a lunch, please sign up in groups of 3-7 through the tool
provided on the Canvas course site.
Ethics Matrix

Materials People
LGST 612
Responsibility in
Professional Services
Approved calculator Laptop / other electronics Summary sheet Current book / class notes Past notes / summaries Past exams / assignments Internet content / other
outside materials
Learning team / approved
work team
Other student(s) in same
section
Student(s) in other sections
(same term)
Wharton student not taking
the class this term
Person outside of Wharton
Readings & Cases A A A W D D
Quizzes A A A
Final Paper A A A A A A A D D D D D
A = Allowed material
Shaded Cell = Not allowed
W = Allowed to work together
D = Discussion of general concepts and
procedures is allowed but no sharing of
specific answers.
Shaded Cell = Not allowed
The information above covers many common situations but will not cover every circumstance. Remember:
The Wharton MBA Code of Ethics that you accepted requires, among other things, that you represent yourself and your work
honestly, don’t try to gain unfair advantage over other students, follow the instructor’s guidelines and respect confidentiality of your
work and the work of others.
Should you have questions, please contact your ethics liaison or professor.

 

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