Business Associations

Hazen section:
Introduction to corporate law and other business entities, with some attention given to partnership and agency law. Primary focus is an examination of the structure, governance, and characteristics of the modern business corporation. Coverage includes fiduciary duties, corporation formation and the formalities required for corporate existence, corporate governance, including elections and meetings of the board of directors, and related matters. We also cover special considerations relating to small businesses, as well as disclosure obligations of publicly held companies. We examine Securities and Exchange Commission requirements, such as insider trading prohibitions, proxy requirements and various anti fraud requirements. Brief consideration will be give to mergers and other corporate combinations.

Coyle section:
This course provides an introduction to the law that governs business organizations. The course begins with the law of agency and fiduciary duties, which provides the backdrop for a discussion of partnerships and other unincorporated business entities. The course then moves on to the corporation. The course explores limited liability, the ultra vires doctrine, and problems of incorporation, which when taken together might loosely be considered "the corporation and its dealings with outsiders." The course then explores board structure, shareholder voting rules, the fiduciary duties of managers, and corporate control transactions, which when taken together might loosely be considered "the corporation and the regulation of insiders." The class is designed to provide students with a foundation in the common law and state statutory systems that regulate business organizations as well as the important issues of policy that surround this regulation.