SYLLABUS
CORPORATIONS (Spring 2015)
CONTACT:
Holland Hall # 378; 352-273-0958
rhee@law.ufl.edu
CLASSROOM:
Room 285B
CLASS TIME:
Wed., Thur., Fri.:
2:00 PM to 2:50 PM
OFFICE HOURS:
Wed., Thur., Fri.:
3:00 PM to 4:00 PM
FINAL EXAM:
May 5, Tuesday, 8:30am
TEXTBOOKS
Jeffrey Bauman & Russell Stevenson, Corporations: Law and Policy, West Publishers,
8th edition, 2013
COURSE GRADING
Your grade will be based on a final exam only. The final exam will be an in-class exam.
Exam grades are done on a blind basis. All grades are final. There will be no regrading
or revisions from me, except to correct any mathematical or clerical errors in computing
the final score.
FINAL EXAM FORMAT
The final exam will be open casebook. It may have essay, short answer, and multiple
choice questions. You will receive instruction on the specific format toward the end of
the course. Short answer and multiple choice questions are fairly self-explanatory.
Essay questions will be an issue-spotting, analysis, or problem-solving format typically
seen in most law school exams. The issues and topics for exam questions will come
from the course readings and class discussions. There are no prior exams.
ATTENDANCE
You are expected to attend class regularly. Class attendance and preparation will be
important to doing well in the course.
CLASS CANCELATION AND MAKEUP
Due to my role in the law school’s Dean Search Committee, I will have unavoidable
conflicts with class schedule. At the moment of writing this syllabus, I need to cancel
class on the following days:
Wednesday, January 14
Friday, March 13
These classes will be made up via prerecorded video lectures that you must watch.
I anticipate that after March 13, I will also need to cancel several more classes, though I
do not know the schedule that far in advance. When I become aware of a committee
conflict, I will let you know and take steps to prerecord video lectures. I thank students
for their understanding and cooperation in this process.
ASSIGNMENTS
Class
#
Date
Topics, Issues, and Cases
Text
Statutes
1
Wed.
Jan. 7
1. Business and risk
2. Why do corporations exist
1-25
2
Thurs.
Jan. 8
1. Why do corporations exist
2. Some basic terms and concepts
3. Fiduciary duties
 Bayer v. Beran
25-40
3
Fri.
Jan. 9
1. Equitable limitations on corporate actions
 Schnell v. Chris-Craft Industries, Inc.
2. Regulating the modern corporation
3. Internal affairs doctrine
 CTS Corp. v. Dynamics Corp. of America
 Amanda Acquisition Corp. v. Universal Foods
40-49
71-84
4
Wed.
Jan. 14
PRERECORDED LECTURE
1. Financial accounting (balance sheet)
2. Problem: Precision Tools (Part 3, Balance Sheet
on p. 192)
191-209
5
Thurs.
Jan. 15
1. Financial accounting (income statement)
2. Financial accounting (statement of cash flow)
Problem: Precision Tools (Part 3, Statement of
Income and Statement of Cash Flow on p. 193)
193
209-217
6
Fri.
Jan. 16
1. Choice of state of incorporation
 Louis K. Liggett Co. v. Lee
2. Process of incorporation
3. Lawyers’ professional responsibilities
4. Problem: Precision Tools (Part 1) (just read the
problem for the facts, but you need not answer
the question concerning choice of entities)
5. Problem: Precision Tools (Part 2)
85-97 
145-146
163-170
MBCA § 2.01
through § 2.07
7
Wed.
Jan. 21
1. Lawyers’ professional responsibilities
 Jesse by Reinecke v. Danforth
2. Problems during incorporation
171-189 
MBCA § 3.01, §
3.02, § 3.04
 Review table of
contents of MBCA
 MBCA § 2.02, § 2.06