U.S. Business Law (Internationally-trained LLM's Only) (LAW-581-001)
Internationally-trained LLMs only.
Class Description and Student Expectations: The course is designed to familiarize the student with basic concepts of agency, partnership, limited liability company and corporation law. While we will touch on various concepts that are generally unique to closely-held corporations, such as piercing the corporate veil, successor liability, Ultra Vires acts, pre-incorporation contracts and subscription agreements, the course will focus primarily on publicly-held corporations, including matters related to duties of officers and directors, corporate governance matters, and, if time permits, mergers and acquisitions, and insider trading. A more in-depth study of the 1933 and 1934 Federal Securities Laws will be covered in WCL’s course on Securities Regulation or Advanced U.S. Corporation Law, if offered.
Students are expected to read all of the assigned reading material as well as (related statutory provisions, focusing on the Delaware General Corporation Law, as opposed to the Model Business Corporation Act) before class as background information. All of such material may not be expressly covered in class but will form a basic understanding of the subject matter, relevant case law and current interpretations of various statutory requirements that will form a basis for class discussion. The course will be taught by the Socratic Method and students will be called upon at random to brief cases in class and to discuss the notes following the cases. Questions about the course material and the corporate/securities practice of law are encouraged. If they are not answered in class due to time constraints, students are free to follow up with the Professor after class or by appointment. Questions about the final examination will only be answered in class so that all students receive the benefit of the Professor’s answers. Student input and feedback about the course are welcome.
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.
The Law of Business Organizations (Cases, Materials and Problems), 12th Ed., by Hamilton, Macey and Moll, American Casebook Series, West Academic Publishing; ISBN: 978-0-314-28563-8; and the Delaware General Corporation Law (“DGCL”), which can be read online. If you would like to get the online Learning Library for the text book (with assessment quizzes and digital copy of the text book as well) the ISBN number is 978-1-634-60159-7. If you buy a used copy of the text book, you can purchase the Learning Library (excluding the digital copy) from the publisher for $35.
First Class Readings
Aug 24 Chapters 1 and 2; Chapter 3, pp. 33-48 and 55-67 Aug 31 Chapter 3, pp. 67-95 Chapter 20, pp. 911-938 Sep 7 Chapter 20, pp. 939-969 Chapter 4 (background) Sep 14 Chapter 5, pp. 151-176 DGCL Sections 101-109, 121, 122 and 124 Sep 21 Chapter 6, pp. 177-213 and 216-224 Sep 28 Chapter 7, pp. 225-233 and 250-270 DGCL Sections 151-157 and 161-167 Skim the WSGR IPO Booklet on the Course website Oct 5 Chapter 8, pp. 283-313 DGCL Sections 172-174 Oct 12 Chapter 8, pp. 313-345 Oct 19 Chapter 8, pp. 346-354* and Chapter 9, pp. 355-388 (background) Oct 26 Chapter 9, pp. 400-413 and Chapter 10, pp. 425-444 (announce student evaluation date) Nov 2 Chapter 10, pp. 445-460 and Chapter 11, pp. 461-490 DGCL Sections 141-146, 211-214, 216-220, 222, 223 and 228-231 Nov 9 Chapter 11, pp. 495-530 (student evaluations) Nov 16 Chapter 14, pp. 637-675 Nov 23 Thanksgiving Day (no class) Nov 28(Tu) Chapter 14, pp. 683-704, 714-726 and 731-748 Rule 10b-5-1 and 2 Unocal and Unitrin cases Final Exam Take Home exam December 6-14, 2017 *I suggest you start reading ahead at this point to complete the reading assignments for the balance of the course.
Use your MyAU username and password to access the syllabus in the following format(s):