LAW 216 - Business Associations.

This course examines basic agency law principles, as well as the role of legal structure and legal controls on various types of business associations, with particular attention to the allocation of power and financial interests in the partnership, corporation, limited partnership, and LLC. The course surveys the legal rules governing these forms of entity, with an emphasis on Delaware law and the Model Business Corporation Act, and with attention to financial and strategic considerations. Topics include entity formation, management, limited liability, choice of law, fiduciary duties, corporate purpose, information rights, the special problems of shareholders in close corporations, derivative lawsuits, and exit. The course touches on topics in securities law that are closely related to corporate governance. Students are assumed to have no background in finance or accounting. Four hours Haan and Shelby