CORPORATIONS

TAUGHT:  Fall 2002.

Current Assignments

Description

This 4 hour course covers: the structure and characteristics of modern business associations including publicly-held companies and closely-held ventures; the creation and organization of
corporations; the distribution of corporate power between management and shareholders with
emphasis on fiduciary duties of directors, officers and controlling shareholders; the effects of
federal law on corporations, particularly Rule 10b-5. In addition to traditional case law
analysis, this course also attempts to develop skills in statutory construction through regular
application of the Model Business Corporation Act and in giving clients prospective advice as
to planning and structuring corporate transactions. Regular attendance and preparation are
expected. The examination will be timed, with both objective and essay components.
 

Text(s)/Materials

O'Kelley & Thompson, Corporations and Other Business Associations, (Aspen Law and Business, 3rd Edition 1999) and the Statutory Supplement, also published by Aspen Law and Business.
 

Syllabus

 Class #   Description     Pages
1-3 
  Introduction to Business Associations and a Brief Look at Agency and Partnership  pp. 1-75
4-8
 Corporate Law Default Rules and the Role of Shareholders  pp. 153-204; 208-257
9-15
 The Role of Directors  pp. 259-434; 449-451
16-20
  Close Corporations  pp. 453-563
21-24
 Rules to Protect Outsiders (i.e. creditors)  pp. 566-670
25-29 
  Mergers, etc. pp. 675-693, 702-751; 762-828
30-34 
  Hostile Takeovers pp. 807-924
35-39
  Disclosure and Federal Regulation  pp. 939-942;  959-1076
40-42
  Insider Trading  pp. 1135-1193

Specific assignments will be given each Wednesday for the classes in the following week.
 



This page last updated April 30, 2002