CORPORATIONS
Spring 2015
Professor Wald
T/Th 7:30-9:20 PM
Room 155
E-mail: ewald@law.du.edu
Office hours: T/Th 4-5 PM, or by appointment
Course Requirements and Evaluation:
Class Participation
This course is discussion-based. It is essential that you complete the reading
assignments before coming to class and be prepared to participate in class discussion.
You are expected to attend every class. Unexcused absences and tardiness will result in a
reduction in your grade.
Please note: the class will not meet on Tuesday, January 13, 2015, Tuesday, March
24, 2015 and Thursday, March 26, 2015 (the week following spring break). Instead of
scheduling makeups, class throughout the semester will meet regularly for an extra 10
minutes, ending at 9:20 PM.
Final 3.5-hour in-class examination (100%)
Text Book:
The text for this course is Business Associations: Cases and Materials on Agency,
Partnership and Corporations, by Klein, Ramseyer & Bainbridge (Foundation Press, 8th
ed., 2012) [KRB].
Business Associations: Agency, Partnership, LLCs and Corporations, 2014
Statutes and Rules, by the same authors [KRB Statutes] is recommended (optional)
reading.
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Course Outline:
I.
Introduction
Agency Law
II.
Partnership Law
III.
Corporate Law
A.
B.
C.
D.
E.
F.
G.
H.
I.
J.
K.
L.
Formation
Limited liability
Shareholder derivative actions
Special committees
Role and purpose of corporations
Limited liability companies (LLC)
Duties of officers, directors and other insiders: duty of care
Duties of officers, directors and other insiders: duty of loyalty
Good faith
Disclosure and fairness: introduction to securities laws
Problems of control: proxy fights
Mergers and Acquisitions
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Reading Assignments
1. Thursday, January 15
Introduction
Agency law
KRB – pp. 1-31
2. Tuesday, January 20
Agency Law
KRB – pp. 31-59
3. Thursday, January 22
KRB – pp. 69-78
Review of agency law
4. Tuesday, January 27
Partnership law
KRB – pp. 79-93
5. Thursday, January 29
KRB – pp. 97-122
6. Tuesday, February 3
KRB – pp. 127-165
7. Thursday, February 5
Review of partnership law
8. Tuesday, February 10
Corporate law
Introduction
A. Formation
KRB – pp. 169-175
9. Thursday, February 12
B. Limited liability
KRB – pp. 176-200
10. Tuesday, February 17
C. Shareholder derivative actions
KRB – pp. 201-225
11. Thursday, February 19
D. Special committees
KRB – pp. 225-250
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12. Tuesday, February 24
E. Role and purpose of corporations
KRB – pp. 251-267
13. Thursday, February 26
F. Limited liability companies
KRB – pp. 268-286
14. Tuesday, March 3
KRB – pp. 287-302
15. Thursday, March 5
KRB – pp. 303-307
Review of LLC law
16. Tuesday, March 10
G. Duties of officers, directors and other insiders: duty of care
KRB – pp. 308-333
17. Thursday, March 12
H. Duties of officers, directors and other insiders: duty of loyalty
KRB – pp. 334-355
18. Tuesday, March 31
KRB – pp. 355-372
19. Thursday, April 2
I. the obligation of good faith
KRB – pp. 373-398
20. Tuesday, April 7
J. Disclosure and fairness: introduction to securities laws
KRB – pp. 399-416
21. Thursday, April 9
KRB – pp. 433-452
22. Tuesday, April 14
KRB – pp. 462-493
23. Thursday, April 16
K. Problems of control: proxy fights
KRB – pp. 516-527; 542-575
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24. Tuesday, April 21
L. Mergers and Acquisitions, takeovers
KRB – pp. 695-705, 739-761
25. Thursday, April 23
KRB – pp. 761-772
Exam review
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