Fall 2012 Course Schedule

Busnss Assocs (LAW-611-001)

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

Enrolled: 78 / Limit: 80

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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, 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 or low-profit limited liability company (L3C); and anyone investing in a business association of any size.

This course entails a substantial amount of detailed reading. The required books—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, recently-issued opinions, 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)
ISBN # 978-0-31420-516-2

*** West now offers as an option (only available through direct purchase from West) a loose-leaf (three-hole-punched) version of the book's pages, Click Here, which is significantly less expensive, and may be easier to use, than the bound version, Click Here.

Eisenberg, ed.- Corporations and Other Business Organizations: Statutes, Rules, Materials, and Forms
2012 Edition (available in July)
ISBN # 978-16093-01347

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

Palmiter- Corporations: Examples and Explanations
7th Edition (2012)
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 the Examples & Explanations 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 the material will be exactly the same.

A (bound) copy of the Hamilton casebook will also be on reserve in the library.

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. Handout 1 and related materials will be available at the Course Materials Distribution Office (outside Office 465) beginning on Monday, August 13.

The first syllabus (#1 of 3) is available below.


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