This course covers unincorporated business entities – partnerships, limited partnerships, and limited liability companies—and incorporated entities (smaller and larger corporations, including public corporations). It covers formation of entities, how they are managed, who owns them, transfers of interests, and duties to third parties. The first part of the semester focuses on unincorporated entities; the second and third parts focus on corporations. The second part covers the duties directors and officers owe to shareholders, and the duties controlling shareholders owe to other shareholders. The third part covers various legal, regulatory, and policy aspects of corporate governance: what mechanisms do shareholders have other than litigation to influence how their corporations are run? Rather than a final exam, the course requires a mix of short exams, presentations, and short papers.
Business Associations/Corporations – 6051