Business Associations

3 units

This course will serve as an introduction to the law governing business associations. State law typically controls the formation, operation, and governance of business associations in the United States. The course begins by analyzing the law governing the formation and operation of the most basic forms of business relationships: those between employer and employee and between partners. The bulk of the course will then focus on the law applicable to corporations: the most specific, detailed, and well-developed body of law applicable to a particular form of business association. The final week will consider the more recent form of the limited liability company and compare and contrast it to the more detailed set of rules applicable to corporations. In the United States, the state of Delaware is the leading source of corporate law. Thus, the course will focus primarily on Delaware law. However, we will also be looking at the Model Business Corporation Act, which serves as the basis for the corporate law in a number of other states, as well as court cases from a number of other states as well. Given the disparity in law across states, lawyers in the real world must carefully study the law of the particular state in which a business is operating before providing any advice to clients.