BusinessAssociations-I:Syllabus

Professor Nicholas L. Georgakopoulos
Business Associations-I, Fall 2002
Syllabus as of September 30, 2002
The book SOLOMON, SCHWARTZ, BAUMAN AND WEISS, CORPORATIONS is cited as "Solomon" and the MATERIALS ON AGENCY AND PARTNERSHIP LAW that I have assembled are cited as "Materials." In addition to these two items, a subscription to the WALL ST. J. is very strongly recommended.
We missed and rescheduled September 18.
Week 1 Mon, Aug 26 & Wed, Aug 28 General Introduction: The Law School Curriculum from the Perspective of the Life of a Business, Materials p. 6.
Introduction to Economic Analysis of Business Law: When should the Principal be liable for the Agent's Torts? Materials pp. 38-53. (Note, Calabresi, Humble Oil, Hoover, Nelson, Ira S. Bushey)
If you need help on the Coase "theorem", do my CALI lesson "Coase's Irrelevance Theorem" from my site or from CALI's site; it should also be on the CALI CD-ROM.
Week 2 Mon, Sep 2 & Wed, Sep 4 Finish Tort discussion.
The Choice of Organizational Form: Solomon 127-45 (detailed discussion of Posner, pp. 138-40)
Week 3 Mon, Sep 9 & Wed, Sep 11 Finish Choice of Organizational Form (Tax concerns; Posner)
Allocating Risk: Solve Wine Problem at Solomon 17 (using rest of chapter).
Week 4 Mon, Sep 16 & (the 18th rescheduled) Skim: Clark, Why so Many Lawyers?, Materials 8-21 (just figure out what transaction-lawyers do according to Clark)
Agency: Authority, Materials 21-37. Solve: Problems 1-3, Materials 30-31
Solve: Problems on Agency Relations, Solomon 352-53.
Homework: Look at the Problem "Widget Corp.", Solomon 363: Find in LEXIS the collection of corporate forms and find the relevant clause(s) in those forms. Email me the clause(s) that you think Widget should have in order to facilitate board action in this situation.
Week 5 Mon, Sep 23 & Wed, Sep 25 Partnership: Apparent Formation & Authority, Materials 59-66 (Zajac, Owens); Solve problems 4 & 5, Materials 58, and problems 6-8, Materials 66-68.
Week 6 Mon, Sep 30 & Wed, Oct 2 Agency: Fiduciary Duty, Materials 54-56 (Ray v. Winter)Partners' Fiduciary Duty: Materials 69-81(Meinhard v. Salmon, Page v. Page).
Week 7 Mon, Oct 7 & Wed, Oct 9 Finish Meinhard.
Introduction to Financial Accounting and Valuation, Solomon 187-219. Do the CALI lesson on valuation I just wrote (link at end) and read very closely: The Old Man and the Tree, Solomon 206-12 (you must have understood risk from chapter 2).
Mon, Oct 14 & Wed, Oct 16 Fall break-no classes
Week 8 Mon, Oct 21 & Wed, Oct 23 Finish Old Man & Tree
Corporate Law Constraints on Distributions: Do my simplified version of the CALI lesson on Corporate Distributions, linked below and at my site.
Financial Structure, Solomon 220-78 (only focus on (1) types of securities and their function, i.e., what is preferred and common stock, debt, bonds, warrants, options and what do their holders get annually and at liquidation; and (2) understand concept of par value and how it used to constrain dividends).
Submit valuation homework, Materials 82-85.
Week 9 Mon, Oct 28 & Wed, Oct 30 Non-Corporate Law Constraints on Distributions: Read: Uniform Fraudulent Transfers Act and 548 of the Bancruptcy Code of 1978 (Materials, part III).
The Incorporation Process, Solomon 146-86 (Cranson v. IBM, policy debate pp. 177-84, fast discussion of problem of p. 146, only questions 1, 3 and 6).
Week 10 Mon, Nov 4 & Wed, Nov 6 Limitations on Limited Liability, Solomon 300-346 (focus: Easterbrook, voluntary and involuntary creditors, Walkovszky v. Carlton, Freeman v. Complex Computing, Silicon Gel Implant Litigation, alternatives to Limited Liability: Shareholder Liability, Fraudulent Conveyance and Equitable Subordination).
Week 11 Mon, Nov 11 & Wed, Nov 13 Control Problems in Closely Held Corporations, Solomon 417-464Solve the problems at 421, 424, 436, 451
Week 12 Mon, Nov 18 & Wed, Nov 20 Control Problems in Closely Held Corporations, Solomon 464-514.
Solve the problems at 464 (focus on the Wilkes and Smith cases).
Week 13 Mon, Nov 25 The Business Judgment Rule, Do Professor Estreicher's CALI lesson: The Business Judgment Rule from CALI's site or the CD-ROM.
Solve Problem at 685.
Week 14 Mon, Dec 2 & Wed, Dec 4 Finish Business Judgment
Perhaps reach: Protection of Control: Problem at 1180(read closely Defensive Tactics, pp. 1190-1195; Cheff v. Mathes, Unocal v. Mesa Petrol., see note on Unocal at p. 89 of the materials)

Review
Links: Sample Exam Questions
Valuation CALI lesson
Coasean Irrelevance CALI lesson
Corporate Distributions CALI lesson
The Business Judgment Rule CALI lesson (pwd: learnthelaw)