Business Associations (LAW-611-001)
Effross
Meets: 01:00 PM - 02:50 PM (MW) - Room 401
Enrolled: 76 / Limit: 80
Notices
Beginning on Tuesday, August 16, the Course Memorandum, Syllabus 1, and Handout 1 will be available in one package from the Course Distribution Office (Room 465) for $20.00, to be paid in full by check, credit card, or money order (not cash) when you pick up these materials.
*Please note that although these three documents are brief, the $20.00 fee covers the cost of handouts (the remainder of which will be distributed during class sessions) for the remainder of the semester.
Description
This course analyzes the allocation of authority, responsibility, and liability among the owners and managers of partnerships, of limited liability companies, and of corporations.
Our study begins with the basic principles of agency law, which not only span the themes of several first-year courses but also underlie the laws of all forms of business associations.
Our next major topic is the evolution of, and differences among the liabilities of partners in, different forms of partnerships (general, limited, and limited liability).
After reviewing the structure and features of limited liability companies, we turn for the rest of the semester to the law of corporations. The practical elements of (and professional responsibility issues raised by) forming, operating, and dissolving corporations lead us to examine in detail the relative rights, roles, and responsibilities of corporate shareholders, directors, and officers, and their ongoing struggles over their respective powers of “corporate governance.”
Of special concern is the growing body of caselaw concerning: directors’ and officers’ duties of due care, loyalty, and good faith; the processes by which directors and officers should make decisions; the rule that often (but not always) insulates them from personal liability even if their decisions turn out to be costly mistakes; and the procedures and arguments by which shareholders can attempt to hold directors and officers liable for making bad decisions.
The drafting, operational, and policy issues that we analyze should be of use to employees of and partners in law and other partnerships; counsel to partners or partnerships; lawyers advising corporate shareholders, “stakeholders,” officers, individual directors, committees of directors, or entire boards of directors; anyone counseling, serving as, or planning to serve as, a director of a for-profit entity or of a non-profit (including a religious or educational) entity; and anyone investing in a business association of any size.
The required books for this course—a casebook, a statutory supplement, and two Examples and Explanations books (multiple copies of the Examples and Explanations books will be on reserve in the library for students who would prefer not to purchase their own)—will be augmented by extensive handouts, distributed periodically in class throughout the semester.
The handouts contain diagrams, newspaper and magazine articles, excerpts from law review articles, sample corporate documents, and other material that illustrates and illuminates the statutes and caselaw with which we work. Portions of the instructor’s recently-published casebook on corporate governance (which is not a required book for this course, but copies of which will be on reserve in the library) will also be distributed and discussed.
This course does not require any previous knowledge of, or experience in, business or business law.
Textbooks and Other Materials
The textbook information on this page was provided by the instructor. Students should use this information when considering purchases from the AU Campus Store or other vendors. Students may check to determine if books are currently available for purchase online.
Hamilton et al., Cases and Materials on Corporations, Including Partnerships and Limited Liability Companies 11th Edition (2010) West ISBN # 978-0-31420-516-2
Eisenberg, ed.- Corporations and Other Business Organizations: Statutes, Rules, Materials, and Forms 2011 Edition (available in late July) Foundation ISBN # 9781-5994-19466
Kleinberger- Agency, Partnerships, and LLC's: Examples and Explanations 3rd Edition (2008) Aspen ISBN # 978-7355-58564
Palmiter- Corporations: Examples and Explanations 6th Edition (2009) Aspen ISBN # 978-0-7355-7826-5
I recognize that this collection of books, plus a one-time charge for the semester’s handouts ($20; payable at the Course Materials Distribution Office at the beginning of the semester), is a substantial expense. For those who do not wish to purchase the Examples & Explanations books, several copies of each of them will be on reserve in the library throughout the semester. Because the University Bookstore has not always reliably obtained required books on time, you might consider other (including online) options.
First Class Readings
For our first class session, please read the material indicated in Section 1A of Syllabus 1 and the material in the Section 1A portion of Handout 1.