Business Associations/Corporations – 5051
The initial part of this course is an introduction to the general law of multi-person unincorporated business organizations, principally partnerships, limited partnerships and limited liability companies. Matters covered include the procedures for forming such organizations and the rights and obligations of the participants as among themselves and with respect to third persons. The remaining class hours constitute the first portion of the basic Corporations course, and will cover such matters as corporate organization; the distribution of powers among the corporate board of directors, its officers and its stockholders; the proxy system; control devices in the close corporation; and the fiduciary duties of directors, officers and controlling shareholders. Matters dealing with “corporate finance” (issuance of shares, payment of dividends, and corporate reorganizations) are covered in Advanced Corporate Law.