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Business Associations (LAW-611-001)
Walter Effross

Meets: 09:30 AM - 11:20 AM (T, TH) - Yuma - Room YT17

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The in-class examination for the course will be in essay format. In our final class session of the semester we will review in detail approaches and answers to the most recent examination, which will be distributed in advance.


This course will analyze the allocation of authority, responsibility, and liability between agents and their principals, and among the owners and managers of partnerships; of limited liability companies; and of corporations. The Multistate Essay Examination, and the state-specific components of some states’ bar examinations, include questions on these areas. Students will examine the basic principles of agency law, the evolution of, and differences among the management powers and liabilities of partners in, different forms of partnerships (general, limited, and limited liability partnerships). Much of the semester will be dedicated to the law of corporations. The practical elements of (and professional responsibility issues raised for lawyers 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 conflicts over their respective powers of “corporate governance.” Special attention will be devoted throughout the semester to environmental, social, and governance responsibilities and initiatives of corporations and their counsel; to specific methods of identifying, and optimizing one’s approach towards, career opportunities in business associations law (whether representing the entities, their owners, their managers, or their stakeholders; or enhancing one’s own candidacy to be a corporate director); and to resources for monitoring emerging issues in corporate governance. 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 to determine if books are currently available for purchase online.

The two required books, a casebook and statutory supplement, will be augmented throughout the semester by supplements posted on the course website. The supplements will contain (mostly for “browsing only”): diagrams; newspaper and magazine articles; recently-issued opinions; model and actual corporate documents; checklists and other tools for drafting corporate documents; excerpts from law review articles; and other material to illustrate and illuminate the situations, statutes, case law, and documents with which we work. Also included will be portions of the latest (3rd) edition of the instructor’s (not assigned or required) book, Corporate Governance: Principles, Practices, and Provisions; and blog, governancedrafting.com.

First Class Readings

Not available at this time.