Fall 2010 Course Schedule

Business Associations (LAW-611-001)
Effross

Meets: 09:00 AM - 10:50 AM (MW) - Room 524

Enrolled: 56 / Limit: 60

Administrator Access


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 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 methods by which shareholders can attempt to hold directors and officers liable for making bad decisions.

The operational details 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 supplemented by extensive handouts, distributed periodically throughout the semester. The supplements 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) (available in July)
West
ISBN # 978-0-31420-516-2

Eisenberg, ed.- Corporations and Other Business Organizations: Statutes, Rules, Materials, and Forms
2010 Edition (available at the end of July)
Foundation
ISBN # 978-1-59941-832-2

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

Beginning on Monday, 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.

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.

Syllabus

Use your MyAU username and password to access the syllabus in the following format(s):