This course will provide an introduction to the law that governs business organizations. The course begins with the law of agency and fiduciary duties, which provides the backdrop for discussion of partnerships and then corporations. After exploring partnerships and unincorporated businesses, the course will move on to the large, publicly traded corporation. The class will be 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. The course will be particularly appropriate for students who intend to take related classes, such as securities regulation, mergers and acquisitions, corporate finance, corporate tax, and more specialized offerings. However, students interested in only basic understanding of business organizations ought not to be discouraged as the course will focus primarily on fundamentals.
Text: Allen, Kraakman, Subramanian, Commentaries and Cases on the Law of Business Organization (4th ed. 2012).
Statutory Supplement: Allen, Kraakman, Subramanian, 2012-2013 Commentaries and Cases on the Law of Business Organization - Statutory Supplement (2012).
I will post class assignments on the course’s Forums or TWEN home page. You are responsible for staying informed about assignments.
Regular class attendance is required. Satisfactory attendance is a minimum of 80% of all regularly scheduled classes.
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Your grade will be based on a three hour final exam.
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You are expected to be prepared for and participate in each class. I retain the option to raise your final grade based on voluntary class participation.