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Department:
Law School >
Course:
Business Organizations
LAW
610

Business Organizations

Hours

3.0 Credit, 3 Lecture, 0 Lab
Introduction to business associations, agency, uniform partnership acts, the essentials of corporate formation, shareholders rights, special problems of closely held businesses, preemptive rights, etc.

Relationships

Have a deeper understanding of the relationship between risk, control and responsibility in the law of business associations.

Business Association

Understand the alternative forms of business association, and the implications of choosing one form of association over others.

Statute Interpretation

Be able to interpret and analyze business association statutes.

Effects of Limited Liability

Have an ability to examine the effects of limited liability on investors and on society as a whole.

Nature and Scope of Business

Have a sophisticated understanding of the nature and scope of the duties owed by participants in a business enterprise to others, how those duties vary across different forms of doing business, and the extent to which these duties can be modified by participants in the business relationships.

Classification

Have developed the ability to classify various factual scenarios according to the doctrines of fiduciary law.

Dispute Avoidance

Have developed skills that attorneys need to help their clients foresee and plan to avoid disputes.

Principles of Agency

Understand basic principles of agency, including who is an agent, liability of principles to third parties in contract and tort, the fiduciary duties of agents, and how those duties vary in magnitude and how breaches vary in terms of severity and the legal consequences.

Principles of Partnership Law

Understand the basic principles of partnership law, including what is a partnership and who are partners, the fiduciary obligations of partners to each other, rules regulating partnership property, the rights of partners to participate in the management of the partnership, rules upon dissolution of partnership, and special features of limited partnerships.

Principles Governing Corporations

Understand basic principles governing corporations, including the role of responsibilities of promoters, the role and limits of limited liability (including doctrinal tests for piercing the corporate veil), shareholder derivative actions, and legal challenges relating the the role and purpose of corporations.

Principles Governing LLC's

Understand the basic principles governing Limited Liability Companies, including rules regarding the formation and operation of LLC’s, the role of the operating agreement, rules governing piercing the entity veil, the fiduciary duties of members and managers of LLC’s, and rules upon dissolution.

Duties of Officers

Be familiar with the duties of officers, directors, and other insiders, including the meaning and scope of the duty of care, the duty of loyalty, and obligations of good faith, duties to disclose, and the standards of behavior in relation to inside information.

Control of a Corporation

Have a deeper understanding of the problems that arise in relation to the control of a corporation, including proxy fights, issues that arise in closely held corporations, and the legal consequences of the abuse of control.