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BUSINESS ORGANIZATIONS
Tuesday evenings (except as otherwise notified)
January 24, 2012 – April 17, 2012 19:00 – 22:00
Professor Philip W. Webb
Textbook: Cases and Materials on Corporations and Other Business Entities: A Practical Approach
editor: Lee Harris, Aspen Casebook Series, 2011
Additional materials to be provided or made available during the semester.
Course Objectives:
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 the Russian Federation. 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.
Grading System:
Class Participation – 10%
Mid-term Paper – 40%
Final Exam – 50%
Class Participation:
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.
Mid-term Paper:
Half-way through the course, you will be asked to prepare a typed, written paper in response to an 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 your paper must be your own work. No late papers will be accepted.
Final Exam:
A three-hour in class final exam will be provided at the end of the course. The exam will be monitored by a proctor and will take place during the regular exam period.
Tentative Schedule of Classes
(subject to change – students are responsible for keeping themselves informed)
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Date |
Readings (to be completed BEFORE the class) |
General Topic |
Class 1 |
January 24 19:00 – 22:00 |
Chapter 1 |
Introduction to the Course, Agency Law |
Class 2 |
January 31 19:00 – 22:00 |
Chapter 2 |
General Partnerships |
Class 3 |
February 7 19:00 – 22:00 |
Chapters 3 & 4 |
Limited Partnerships and Limited Liability Companies |
Class 4 |
February 14 19:00 – 22:00 |
Chapter 5 |
Corporate Formation |
Class 5 |
February 21 19:00 – 22:00 |
Chapter 6 |
Fiduciary Duty of Care, Introduction to the Business Judgment Rule |
Class 6 |
February 28 19:00 – 22:00 |
Chapter 7 |
Exceptions to the Business Judgment Rule |
Mid-term Break |
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Class 7 |
March 13 19:00 – 22:00 |
Chapter 8 |
Fiduciary Duty of Loyalty |
Class 8 |
March 20 19:00 – 22:00 |
Chapter 9 |
Shareholder Liability and Rights |
Class 9 |
March 27 19:00 – 22:00 |
Chapters 10 & 11 |
Securities Fraud and Class Actions, Shareholder Derivative Litigation |
Class 10 |
April 3 19:00 – 22:00 |
Chapter 12 |
Insider Trading |
Class 11 |
April 10 19:00 – 22:00 |
Chapter 13 |
Proxy System |
Class 12 |
April 17 19:00 – 22:00 |
Chapters 14 & 15 |
Introduction to Mergers and Acquisitions, Defensive Measures |
Exam |
During regularly scheduled exam week: TBD |
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