Business Organizations
(Corporate Law)

The primary goal of this course is to better acquaint the students with the law of business organizations in the United States; specifically, the concept and benefits of the corporation and other entities as an organizational form for the efficient conduct of business. This is to some extent a survey course, as it goes beyond the law of corporations and what is sometimes referred to as “business law”, covering a wide range of topics that in one way or another are relevant to the conduct of business. The topics covered include: agency law, partnerships, limited liability companies, corporations, fiduciary duties, shareholder liability, shareholder participation in corporate management, securities, insider trading and mergers and acquisitions. Additional course objectives are to increase students’ understanding of the development of business law in the United States and, when appropriate, to compare U.S. law with corporate law in other countries. The course will be taught primarily through discussion of case law and the study of practical examples. In their course papers, students will consider major issues of U.S. law as they relate to the theory and practice of business organizations.

- Class Participation – 10%

- Mid-term Paper – 30%

- Final Exam – 60%

Throughout this course, we will be using the Socratic method. Your contribution to the classroom discussion is an essential part of the learning process for all students. Regular attendance and active class participation are mandatory. Full credit will be given only for punctual (students must arrive not more than 10 minutes late to receive full credit), prepared and active participation in each class, and written assignments will not be offered as a substitute for a class participation grade. In addition, attendance of at least 3/4 of all class meetings is required. For each class, you will be expected to have read the materials assigned and be prepared to discuss the issues raised in the assigned materials.

Half-way through the course, you will be asked to prepare a paper in response to an “issue spotting” exam-style question or questions that relate to the issues covered up to that point. In preparing your response, you will be permitted to use any materials and discuss issues with others in the class, but the paper you submit must be your own work. No late papers will be accepted.

A final exam will be provided at the end of the course, which will count for 55% of your total grade. The final exam will be a paper, which will involve “issue spotting” and some objective questions. The exam will be open book, take home exam which must be completed within a fixed period of time.

Introduction to the Course; Acting Through Others: The Law of Agency Law

The Problem of Joint Ownership: The Law of Partnerships and Related Entities

The Corporate Form

The Protection of Creditors

Normal Governance: The Voting System

Normal Governance: The Duty of Care

Conflict Transactions: The Duty of Loyalty

Executive Compensation; Shareholder Lawsuits

Shareholder Lawsuits

Transactions in Control

Fundamental Transactions: Mergers and Acquisitions

Trading in the Corporation’s Securities