Details

This course provides an introduction to the law that governs business associations. The course begins with the law of agency and fiduciary duties, which provides the backdrop for discussion of partnerships and then corporations. (Limited liability corporations, limited liability partnerships, and the closely held corporation fit somewhere in between.) After a discussion of partnerships, we will move on to the large, publicly traded corporation. We will explore limited liability, the ultra vires doctrine, and problems of incorporation, which when taken together might loosely be considered "the corporation and its dealings with outsiders." Then we will explore board structure, shareholder voting rules, the fiduciary duties of managers, corporate control transactions (including takeovers), and the basics of securities exchange market integrity, which when taken together might loosely be considered "the corporation and the regulation of insiders." The class is designed to provide students with a foundation in the common law and state statutory systems that regulate business organizations as well as the important issues of policy that surround this regulation. Although the course touches briefly on the federal regulation of securities exchanges, there will be no discussion of the federal regulation of securities. The course is particularly appropriate for students who intend to take related classes, such as securities regulation, corporate finance, corporate tax, and more specialized offerings. Students who have taken Corporations may not take Business Associations.