5/10/04 – Why are we here?  John Locke, The Wealth of Nations, associations, sole proprietorships, general partnerships, not-for-profit associations


5/11/04 – Business (or for-profit) corporations, the corporate family tree, agency, the servant-agent, the non-servant agent, consequences of agency, the agent’s lien, notice


5/12/04 – Respondeat superior, corporate securities, guaranty and suretyship, tax consequences of different forms of corporations, mutual funds, REITs, Subchapters C and S, LLCs and Subchapter K


5/13/04 – Professional corporations, Hishon v. King & Spalding, Clackamas v. Wells, workers' compensation, Pinter Construction Company v. Frisby, malpractice insurance, Perl v. St. Paul Fire & Marine



5/17/04 – Corporate statutes, Zahn v. Transamerica, Frick v. Howard, notes


5/18/04 – The Old Dominion cases, sweat equity and capital


5/19/04 – The New York Stock Exchange – the “old way”, executive stock options, Herbert G. Hatt, Wilderman v. Wilderman, Dodge v. Ford Motor Co., Slappey Drive Indus. Park v. United States


5/20/04 – Not-for-profit corporations, family law, community property, equitable subordination – Pepper v. Litton, contractual subordination



5/24/04 – Bearer instruments, Salgo v. Matthews, Ling and Co. v. Trinity Sav. and Loan Ass’n., security title, deadlocks – In re Radom & Neidorff, Inc., shareholder voting – Gearing v. Kelly


5/25/04 – Requirements for a valid vote, valid call, valid notice as to time, place, and purpose, quorum requirement, valid vote


5/26/04 – Organizing the company, regulations and bylaws, pre-incorporation contracts – Stanley J. How & Assoc., Inc. v. Boss


5/27/04 – Classes of corporations, People v. Ford, ultra vires, Litwin v. Allen



6/1/04 – More on premature commencement, Frontier Refining Company v. Kunkel’s, Inc., more on ultra vires, the hypothetical from Thursday, more on attorneys’ opinions and disregard of the corporate fiction, Bartle v. Home Owners Corp., DeWitt Truck Brokers v. W. Ray Flemming Fruit Co.


6/2/04 – More on disregard of the corporate fiction, Baatz v. Arrow Bar, undercapitalization as a way to pierce the veil, Radaszewski v. Telecom Corp., Fletcher v. Apex, Inc., United States v. Bestfoods, Stark v. Flemming, Roccograndi v. Unemployment Comp. Bd. of Review, Cargill, Inc. v. Hedge, Pepper v. Litton, sale of assets, statutory merger, and control share acquisition


6/3/04 – Extraordinary transactions, dissolution, statutory merger, the defacto merger doctrine – Ferris v. Glen Alden, Ray v. Alad, control share acquisition, subscriptions versus options, par value, Hanewald v. Bryan’s Inc.



6/7/04 – The Ohio rule regarding the disregard of the corporate fiction, preemptive rights in Ohio, Hyman v. Velsicol Corp., common law rule regard indemnification without a contract, Merritt-Chapman & Scott Corp. v. Wolfson, McCullough v. Fidelity & Deposit Co.


6/8/04 – Preemptive rights – Katzowitz v. Sidler, indemnification, moral hazard and indemnification by express contract, Smith v. Gross, Securities and Exchange Comm’n v. Ralston Purina Co.


6/9/04 – More on exemptions, some examples of exemptions


6/10/04 – Rule 504, Rule 506, the hypothetical



6/14/04 – The instructions for the exam, December 1996 Exam Question One


6/15/04 – The law firm’s role in offerings, comfort letters, connecting the ’33 and ’34 Acts, hypothetical on § 12(g)


6/16/04 – Covenant to register, close corporations, corporate norms – McQuade v. Stoneham, Clark v. Dodge, Galler v. Galler, Zion v. Kurtz, Matter of Auer v. Dressel


6/17/04 – Agency in the contract setting, actual authority, apparent authority, National Biscuit Co. v. Stroud, Smith v. Dixon, In the Matter of Drive-In Development Corp., Black v. Harrison Home Co., Lee v. Jenkins Bros., Davis v. Sheerin



6/21/04 – Cognovit clauses, Gottfried v. Gottfield, fiduciary duties of stock redemptions – Donahue v. Rodd Electrotype Co., stock dividends


6/22/04 – Agent for an undisclosed principal or a partially undisclosed principal – Securities and Exchange Comm’n v. Texas Gulf Sulfur Co., Chiarella v. United States


6/23/04 – More on 10b-5, duties of care and loyalty and of full and fair disclosure, Smith v. Van Gorkum, business judgment rule on procedural motions before summary judgment, special litigation committees – Gull v. Exxon Corp., Zapata Corp. v. Maldonado, Aronson v. Lewis


6/24/04 – More on duty of care, Marciano v. Nakash, Heller v. Boylan, Sinclair Oil Corp. v. Levien, Weinberger v. UOP, Inc., corporate opportunity, Northeast Harbor Golf Club, Inc. v. Harris



6/28/04 – More on conflicts of interest, Perlman v. Feldmann, Honigman v. Green Giant, partnerships, Richert v. Handly, assumed name statutes, partnership property


6/29/04 – Bane v. Ferguson, Rouse v. Pollard, Roach v. Mead, fiduciary duties of partners to each other – Meinhard v. Salmon, dissolution of the partnership, wrongful dissolution – Collins v. Lewis, Cauble v. Handler


6/30/04 – More on the dissolution of partnerships, some finance overview, Adams v. Jarvis, Meehan v. Shaughnessy, 8182 Maryland Associates, Limited Partnership v. Sheehan


Back to Business Associations