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					                              WESTERN STATE UNIVERSITY
                                  COLLEGE OF LAW

                                 BUSINESS ASSOCIATIONS
                                   SECTIONS 230A & B
                                      SPRING 2008
                                   PROFESSOR HAYES

                             COURSE SYLLABUS & POLICIES


TEXTS

Required:              Business Associations
                       Sixth Edition,
                       William A. Klein, J. Mark Ramseyer, and Stephen M. Bainbridge
                       Foundation Press

                       Business Associations: Agency, Partnerships and Corporations -
                       Statutes and Rules
                       2007 Edition
                       William A. Klein, J. Mark Ramseyer, and Stephen M. Bainbridge
                       Foundation Press

Recommended:           Corporation Law and Economics
                       Stephen M. Bainbridge
                       Foundation Press

                       Agency, Partnerships & LLCs: Examples and Explanations
                       Second Edition
                       Daniel S. Kleinberger
                       Aspen Publishing

                       Corporations: Examples & Explanations
                       5th Edition
                       Alan R. Palmiter
                       Aspen Publishers


       Please bring the required texts to all classes. The reading assignments refer to the Klein,
Ramseyer and Bainbridge casebook ("KRB" in the assigned reading list). I have also assigned
recommended readings from Bainbridge’s Corporation Law and Economics (“CLE” in the assigned
reading list). Most assigned restatement sections and statutes may be found in your statute book.
Those that are not in the statute book, as well as the official comments to the assigned provisions,
may be found in the law library or on Lexis. You must read the applicable official comments.
BUSINESS ASSOCIATIONS
SPRING 2008
COURSE SYLLABUS & POLICIES

OBJECTIVES AND SCOPE OF THE COURSE

       This course is a survey of the law of various unincorporated business associations and
corporations. Its purpose is to acquaint students with the fundamental legal elements of these
business relationships and entities. Finally, this course will examine some of the types of
commercial practices and economic policies that have shaped this area of business law.

       This course does not cover securities regulations, corporate finance, corporate compliance
(Sarbanes-Oxley Act) and mergers and acquisitions. Those subjects are covered in separate courses
for which this course is a pre-requisite.

EXAMINATIONS AND GRADING

       Each student will receive a numeric grade based upon a three-hour midterm examination
given after the seventh week of the semester and a three-hour final given during final examination
week. The midterm will count as twenty-five (25) percent of the grade and the final will count as
seventy-five (75) percent. The midterm will be administered on-line through the course website.
The final examination will consist of twenty multiple-choice questions to be completed in one-half
hour and a multi-part essay question to be completed in two and one-half hours. The examinations
will require analysis of the law and policy issues covered in the reading materials and class
discussions. Both examinations will be “open book”, allowing students to bring and refer to
whatever written materials they like.

ATTENDANCE AND PARTICIPATION

        In this course, the cases will be analyzed and illuminated through students' responses to
questions during class. Emphasis will be on the reasoning underlying the holdings in the cases, not
simply the "black letter" rules derived from the holdings. This can lead to spirited and stimulating
discussion, but only if the students are thoroughly prepared. You will, therefore, be expected to have
carefully read and briefed each case and reviewed the applicable model statutes in the weekly
assigned reading.

        Unless otherwise instructed, you are responsible for all materials assigned in the reading
list and you are expected to prepare the readings assigned on the syllabus, regardless of where we
are on the syllabus in the class discussions.

ATTENTION:
Your attendance and participation in all classes are required. It is solely the responsibility of
the individual student to personally sign the attendance sheet for each class. Failure to
prepare for a class will count as an absence. Students who are absent from more than four (4)
classes in the morning section or two (2) classes in the evening section will be academically
withdrawn from the course. THESE ATTENDANCE AND PARTICIPATION POLICIES
WILL BE STRICTLY ENFORCED.



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BUSINESS ASSOCIATIONS
SPRING 2008
COURSE SYLLABUS & POLICIES


OFFICE HOURS

       My office hours are by appointment only. You may make an appointment by contacting
faculty secretary Pam Halverson by e-mail at phalverson@wsulaw.edu. The purpose of an
appointment should be to discuss questions you may have about the substantive law of the course

COURSE WEBSITE- MANDATORY ENROLLMENT

       I have prepared a course website on Lexis/Nexis Webcourses. You are required to enroll on
the website as soon as possible after the beginning of the semester. I will be regularly updating the
website with articles, study materials, practice exams, links to sites of interest, etc. throughout the
semester. You are responsible for checking the website regularly and you will be responsible for all
materials posted on it.

CLASSROOM POWERPOINT SLIDES

        I will post any PowerPoint presentations I use during a class on the course website after the
class. The PowerPoint presentations are solely for the purpose of guiding classroom discussion
and are not intended to substitute for a student outlining, reading, briefing or otherwise
preparing for class.




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         BUSINESS ASSOCIATIONS
         SPRING 2008
         COURSE SYLLABUS & POLICIES


         COURSE CONTENT AND ASSIGNED READING:

Week            Topic(s)            Casebook     Recommended            Restatements                 Uniform/
                                    Readings       Readings                                         Model Laws
 1     Introduction to the Agency   KRB 1-14    CLE 1-38           Agency (2d) §§ 1, 3, 4,
       Relationship                                                5
                                                                   Agency (3d) § 1.01,
                                                                   1.02, 1.03, 1.04

       Consequences of Creating     KRB 14-     CLE 234-240        Agency (2d) §§ 6, 7, 8-
       an Agency Relationship       46                             8B, 26-27, 82
                                                                   Agency (3d) §§ 2.01,
                                                                   2.02, 2.03, 2.05, 2.06,
                                                                   3.01, 3.02, 3.03, 4.01,
                                                                   4.02

 2     Consequences of Creating     KRB 36-                        Agency (2d) §§ 2, 219,
       an Agency Relationship       70, 75-79                      220, 228, 229, 230, 231
       (cont’d)                                                    Agency (3d) § 2.04,
                                                                   7.07
 3     Agents as Fiduciaries        KRB 80-                        Agency (2d) § 13
                                    90                             Agency (3d) § 8.01
       Partnerships                 KRB 91-                                                  UPA (1914) Parts II & III
                                    108                                                      RUPA (1997) §§ 103, 201,
                                                                                             202: Article 3

 4     Fiduciary Duties in          KRB 109-                                                 UPA (1914) Parts IV & V
       Partnership Law              131                                                      RUPA (1997) §§ 203, 204;
                                                                                             Articles 4 & 5
       Partnership Property and     KRB 132-
       Capital                      139

       Partnership Governance       KRB 140-
                                    151

 5     Partnership Dissolution      KRB 152-                                                 UPA (1914) Part VI
                                    196                                                      RUPA (1997) Articles 6, 7,
                                                                                             &8

 6     Concept of Limited           KRB 206-    CLE 126-130,                                 MBCA § 6.22(b)
       Liability                    231         155-165

 7     The Limited Partnership      KRB 197-    CLE 831-842                                  ULPA (1916)
       and the LLC                  199, 229-                                                RULPA (1976)
                                    231, 299-                                                ULLCA (1996)
                                    327
 8     The Corporation:             KRB 200-    CLE 1-18, 39-80                              MBCA Chapters 1-5; §§
       Formation                    206                                                      6.01-6.28

       Role & Purposes              KRB 288-    CLE 192-195,
                                    298         241-269


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         BUSINESS ASSOCIATIONS
         SPRING 2008
         COURSE SYLLABUS & POLICIES

Week            Topic(s)           Casebook     Recommended        Restatements         Uniform/
                                   Readings       Readings                            Model Laws
 9     Duty of Care and Business   KRB 328-    CLE 269-297                        MBCA§§ 8.01- 8.44
       Judgment Rule (cont’d)      373



 10    Indemnification             KRB 520-     CLE 299-304                       MBCA§§ 8.50-8.59
                                   532
       Derivative Litigation       KRB 232-     CLE 217-230,                      MBCA §§ 7.40-7.47
                                   281            361-407

 11    Duty of Loyalty             KRB 374-    CLE 306-343                        MBCA Chapter 8
                                   384, 405-                                      Subchapter F
                                   412, 384-
                                   404
 12    Shareholder Inspection      KRB 571-    CLE 440-463                        MBCA §§ 16.01-16.04;
       Rights and Voting           598                                            7.01-7.29

 13    Control in Close            KRB 599-    CLE 797-822                        MBCA §§ 6.30, 6.31, 6.40,
       Corporations                629                                            7.30, 7.31, 7.32; Model
                                                                                  Close Corporation
                                                                                  Supplement

 14    Fiduciary Duties in Close   KRB 630-    CLE 816-825
       Corporations                651

       Dissolution                             CLE 825-831                        MBCA Chapter 14
                                   KRB 664-
                                   673




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