Business Associations/Corporations – 6051

Fall 2015

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 mergers, acquisitions and reorganizations) are covered in Advanced Corporate Law.

There are two unique features about this section that you need to consider. First, the final exam will be objective in nature, that is, multiple choice and true/false. If you do not want to take an objective exam, you should consider another section. Second, use of computers and other electronic devices or media are prohibited except for class-related functions, that is, taking notes or accessing TWEN materials, except when otherwise explicitly authorized by me. For example, web surfing, emailing, texting, playing electronic games and other uses of electronic media are strictly prohibited. You must agree to adhere to this class rule to be in this section. If you cannot comport with this policy, do not enroll in this section.