Business Associations
Fall 2023
Prof. Amitai Aviram
Main course page
Schedule: The course schedule is tentative and may change as we progress through the course. Assignments from YouTube and SSRN are hyperlinked to the link from which you can download them. Assignments with page numbers are from the course materials packet. Assignments that are in square brackets are optional.
|
Date |
# |
Section |
Type |
Topic |
Pre-class assignment |
|
8/23 |
1 |
1a |
L |
Intro to the Business
Associations course |
[Firms: An
Economic Perspective] [Case 1: Foreshadowing, pp.
8-12] |
|
8/24 |
2 |
1b1a |
L |
Firms (1/4): Types of firms |
--- |
|
8/30 |
3 |
1b1b |
L |
Firms (2/4): Creating a
firm |
--- |
|
8/31 |
4 |
1b2 |
A |
Firms (3/4): Constitutional
documents |
|
|
9/6 |
5 |
1b3 |
L |
Firms (4/4): Control in the
firm |
--- |
|
9/7 |
6 |
1c1 |
A |
Actors
(1/4): Types |
|
|
9/13 |
|
|
Class cancelled |
|
|
|
9/14 |
7 |
1c2-3 |
A |
Actors
(2/4): Formal
actions/Duty to A |
|
|
9/20 |
8 |
1c4a |
A |
Actors (3/4): Asserting
control - authorization |
|
|
9/21 |
9 |
1c4b |
A |
Actors (4/4): Asserting
control – ratification |
|
|
9/27 |
10 |
2a1 |
L |
Contracts (1/3): Liability
framework |
--- |
|
9/28 |
11 |
2a2-3 |
A |
Contracts (2/3): Apparent
authority/estoppel |
https://www.youtube.com/watch?v=W0wuzzlpCgQ |
|
10/4 |
12 |
2a4 |
A |
Contracts
(3/3): Virtual apparent authority |
|
|
10/5 |
13 |
2b1a |
|
Torts (1/3): Respondeat superior (Employee) |
|
|
10/11 |
14 |
2b1b |
A |
Torts (2/3): Respondeat superior (Scope of employment) |
|
|
10/12 |
15 |
2b2 |
A |
Torts (3/3): Negligence/Actual/apparent authority |
|
|
10/18 |
16 |
- |
A |
Review: Corporate
compliance |
Case 2: McDonald’s (p. 274) Case 3: Overkill (pp.
275-277) |
|
10/19 |
17 |
2c1 |
R |
Reaching better defendants
(1/2): Veil piercing |
|
|
10/25 |
18 |
2c2 |
A |
Defendants (2/2): Aiding
& abetting FD breach |
https://www.youtube.com/watch?v=L7prUdtnzrk, |
|
10/26 |
19 |
- |
L |
Corporate governance:
Policy & politics |
--- |
|
11/1 |
20 |
3a1 |
L |
FD analysis (1/5) - Duty
& standard of review |
|
|
11/2 |
21 |
3a2 |
A |
FD analysis (2/5) -
Application: Flaws |
|
|
11/8 |
22 |
3a3a |
A |
FD analysis (3/5) -
Application: Agency SoR |
https://www.youtube.com/watch?v=M4TdR-Lqwp8; |
|
11/9 |
23 |
3a3b |
A |
FD analysis (4/5) - Application:
BJR |
|
|
11/15 |
24 |
3a3c |
A |
FD analysis (5/5): Entire fairness / Enhanced scrutiny |
|
|
11/16 |
25 |
3a3d |
A |
Review: Fiduciary duty
analysis |
Case 6: Snap Decision (pp.
361-363) |
|
11/29 |
26 |
- |
R |
Exam preparation |
Practice exam #1 |
|
11/30 |
27 |
- |
R |
Final course review |
Practice exam #2 |
Past exams: Click here for my past exams (including model answers to these exams).
Syllabus: Click here for the course syllabus.
Course outline: This is an outline of the entire corporate law sequence, which combines several courses. Our Business Associations course consists of chapters 1 through 3 of this sequence.
Business Associations
1. Acting through others
a. Introduction to the BA course
b. Firms
1.Types of firms
2.Constitutional documents
3.Control in the firm
c. Actors
1.Types of actors
2.Formal actions
3.Beneficiary’s duties to an actor
4.Asserting control over an actor (authorization & ratification)
2. Corporate compliance (the shielding problem)
a. Liability for actor’s contracts
1.Liability framework
2.Apparent authority
3.Estoppel
4.Virtual apparent authority
b. Liability for actor’s torts
1. Respondeat superior
2. Negligence/actual authority/apparent authority
c. Reaching better defendants
1. Veil piercing
2. Aiding & abetting FD breach
3. Corporate governance (the agent problem)
a. Fiduciary duty (litigation solutions)
1. Private paternalism
2. FD analysis: Duty & Standard of review
3. FD analysis: Application
b. Customizing the firm
1.Mandatory vs. default rules
2.Customizing via constitutional documents
3.Customizing via shareholder agreements
c. Exit solutions
1.Alienability
2.Dissociation
3.Termination
4. Shareholder activism (Chapter 1 of the M&A course)
5. Dealmaking & dealbreaking (Chapter 2 of the M&A course)
6. Financing firms (Chapter 3 of the M&A course)
Seminar: The Evolution of Corporate Law & Finance
7. History of Business Organization Law
1. Course overview
·
Administrative
details of the course
·
Writing a research
paper
·
Economic and legal
history methodologies
2. Pre-capitalist economic systems
·
Overview of our
theoretical framework
·
The guild:
pre-capitalist manufacturing
·
The manor:
pre-capitalist agriculture
3. Commercial capitalism
·
The commercial
revolution
·
The joint stock company
4. Industrial capitalism
·
Demand for
incorporation
·
Public purpose
·
General
incorporation statutes
·
Antitrust: a
missed opportunity for corporate law?
1. Regulation of financial transactions
·
Early views on
lending & money
·
Regulation of
lending by the Catholic Church
·
Regulation of
lending in the common law & 20th century U.S.
2. History of the corporate entity
·
Demand for limited
liability
·
Early forms of
limited liability
·
Pre-modern
attitudes towards limited liability
·
Could limited
liability have developed without corporations?
·
The evolution of
limited liability in corporations
·
Asset partitioning
and the development of business entity law
3. History of corporate governance
·
Evolution of the
board of directors
·
Intervention
solutions to the agency problem: ultra vires & the BJR
·
Voice solutions to
the agency problem: shareholder voting
·
Exit solutions to
the agency problem: dissolution & dissociation
1. Regulatory competition
·
Race to the
bottom?
·
Race to the top?
·
Competition with
federal law
2. The business cycle
·
The business cycle
& development of corporate law
·
The bubble law
problem
·
Case study: the
Sarbanes-Oxley Act
·
Law as a tool to
manipulate the public’s risk perceptions
3. Political economy of the primacy debate [omitted]
4. Legal origins [omitted]
5. The future of business entities
·
A brief history of
business entities
·
End of the public
corporation?
·
End of private
equity?
·
Resurgence of
large-scale unincorporated business entities?
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