Business Associations (LAW-611-001)
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The state laws (focusing on Delaware as the key state of incorporation in the US) governing business entities with an analysis of legal and business considerations, and Federal securities regulations concerning proxy voting in public corporations. Unincorporated business entities, as well as the general law of Agency, are also covered, though more lightly; the focus is Delaware corporation law applied to public corporations. This is a course on corporate governance, focused on the relationships between shareholders (and stakeholders generally), the corporation as a legal entity, and the corporate board of directors.
Textbooks and Other Materials
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(These editions are required - older editions won't work for this class.) Commentaries and Cases on the Law of Business Organization, 6th Edition William T. Allen, Rainier Kraakman, Vikramaditya S. Khanna Publisher Wolters Kluwer; 6th edition (February 15, 2021) Hardcover 816 pages ISBN-10 1543815731 ISBN-13 978-1543815733 Statutory Supplement (either 2016-2017 or later edition, if it comes out by fall 2022, is okay) Commentaries and Cases on the Law of Business Organizations: 2016-2017 Statutory Supplement (Supplements) 2015-2016 Edition by William T. Allen (Author) Publisher Wolters Kluwer; 2015-2016 edition (May 19, 2016) Paperback 752 pages ISBN-10 1454840544 ISBN-13 978-1454840541 Examples & Explanations for Corporations 9th Edition by Alan R. Palmiter (Author) Publisher Wolters Kluwer; 9th edition (January 4, 2021) Paperback 888 pages ISBN-10 1543805655 ISBN-13 978-1543805659 Other materials and links will be posted to Canvas. These are the only required books.
First Class Readings
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