Business Associations (LAW-611-001)
Effross
Meets: 09:00 AM - 10:50 AM (WF) - Room 503
Enrolled: 51 / Limit: 60
Notices
There are no notices at this time.
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 subjects 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’ duties of due care, loyalty, and good faith; the processes by which directors should make decisions; the rule that often (but not always) insulates them from personal liability even if the decisions turn out to be costly mistakes; and the methods by which shareholders can attempt to hold directors liable for making bad decisions.
The practical and theoretical material 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, 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.
Supplementing the required books for this course will be extensive handouts, distributed periodically throughout the semester, that contain newspaper and magazine articles, law review articles, sample corporate documents, and other material that illustrates and illuminates the statutes and caselaw with which we work. Excerpts from the instructor’s forthcoming casebook on corporate governance 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 & Macey, Cases and Materials on Corporations, Including Partnerships and Limited Liability Companies 10th Edition (2007) West ISBN # 0-314-18074-5 (10-digit) & 978-0-31418074-2 (13-digit)
Eisenberg, ed.- Corporations and Other Business Organizations: Statutes, Rules, Materials, and Forms 2009 Edition (available in June) Foundation ISBN # 978-1-59941-6984
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 set of books represents a substantial expense. Several copies of each of the Examples & Explanations books 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
First Class Readings
For our first class session, please read: pages 1-3 and 7-9 in the Hamilton casebook; pages 220 – top of 224 in the Kleinberger book; and the Course Memorandum and Handout 1 (except for the two case diagrams at the end).
Beginning on Wednesday, August 19, the Course Memorandum and Handout 1 will be available in one package from the Course Distribution Office (Room 465) for $15.00, 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 two documents are very brief, the $15.00 fee covers the cost of handouts (the remainder of which will be distributed during class sessions) for the remainder of the semester.