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Fall 2013
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Business Associations (LAW-611-001)
Effross

Meets: 09:00 AM - 10:50 AM (MW) - Room 101

Enrolled: 34 / Limit: 80


Notices

There are no notices at this time.

Description

This course analyzes the allocation of authority, responsibility, and liability between agents and their principals, and among the owners and managers of (several types 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 management powers and 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 fundamental rule, and other protections (indemnification; exculpation; and insurance), that often (but not always) insulate them from personal liability even if their decisions result in corporate losses; and the procedures and arguments by which shareholders can nonetheless attempt to hold directors and officers personally liable for having made bad, negligent, and/or disloyal decisions.

The practical 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, an executive of a for-profit entity, of a non-profit (including a religious or educational) entity, or of a “social enterprise” such as a benefit corporation, flexible purpose corporation, low-profit limited liability company (L3C), or “B Corporation”; and anyone investing in a business association of any size.

This course involves a significant amount of detailed reading.

The required books—a casebook, a statutory supplement, and two Examples and Explanations books (multiple copies of all of which 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 will contain diagrams, newspaper and magazine articles, recently-issued opinions, excerpts from law review articles, model and actual corporate documents, and other material that illustrates and illuminates the statutes and caselaw with which we work. Also included will be portions of the recently-published second edition of the instructor’s casebook on corporate governance (which is not a required book for this course, but copies of which will be on reserve in the library).

This course does not require any previous knowledge of, or experience in, business or business law. There are no course prerequisites to this course.

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 here to determine if books are currently available for purchase at the AU Campus Store.

Hamilton et al., Cases and Materials on Corporations, Including Partnerships and Limited Liability Companies
11th Edition (2010)
West
ISBN # 978-0-31420-516-2

** West has available (for direct purchase from West) a looseleaf (three-hole-punched) version of the book, which is significantly less expensive, and easier to use, than the bound version:

http://legalsolutions.thomsonreuters.com/law-products/American-Casebook-Series/Hamilton-Macey-and-Molls-Cases-and-Materials-on-Corporations-Including-Partnerships-and-Limited-Liability-Companies-11th-Loose-Leaf-Verion-No-Binder/p/100026939

Eisenberg, ed.- Corporations and Other Business Organizations: Statutes, Rules, Materials, and Forms 2013 Edition might not be commercially available during the first week or two of classes; the relevant pages will be posted during that time on the MyWCL page for the course] Foundation ISBN # 978-16093-03754

Kleinberger- Agency, Partnerships, and LLC=s: Examples and Explanations 4th Edition (2012) Aspen ISBN # 978-14548-02303

Palmiter- Corporations: Examples and Explanations 7th Edition (2012) Aspen ISBN # 978-14548-02471

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 some or all of these books, several copies of each of them will be on reserve in the library throughout the semester.

It is possible to use an Eisenberg statutory supplement from a recent year instead of the current Eisenberg supplement, but there is no guarantee that all of the material will be exactly the same.

Because the University Bookstore has not always reliably obtained required books on time, you might consider other (including online) options.

First Class Readings

Not available at this time.