a website for classes taught by William H. Widen

FALL 2014

*BUSINESS ASSOCIATIONS [Law 100 B]. Helpful Links

Class Discussion Questions: Introductory-Warm Up; Introductory Questions; Introductory Questions-Interactive; Subchapter S Detour; Agency-Warm Up;  Agency Law Questions; General Partnership Essay No. 1; General Partnership Essay No. 2; General Partnership Essay No. 3.

Electronics in class: When in class, you must have your cellphone turned OFF or on SILENT mode.  You may use a computer in class but ONLY to take notes, look up material related to class--such as on the Helpful Links page, or deal with an emergency email.

Meeting times and Place: Tuesdays and Thursdays from 3:30 pm-5:20 pm, Room E352; the first class will be held on Tuesday, August 19th, 2014.

Office hours
: Professor Widen will generally be available on the Bricks during the hour before class meetings to discuss the course with students.  A request for a meeting by appointment may be made through Professor Widen's faculty assistant (see below).

Communication with students: Professor Widen uses your UM Law email account to make class announcements, provide additional information and distribute supplemental materials.  Make sure that your email account does not get full and be sure to check it with regularity.

Required Text

  * Hamilton, Macey & Moll, The Law of Business Organizations, Cases, Materials, and Problems, Twelfth Edition (2014) [American Casebook Series, West Academic Publishing] [hereafter, LBO Text].

Recommended Supplement:

  * Statutory Supplement to LBO Text (2014) [hereafter SS].

[NB: The Statutory Supplement is recommended, not required, because the materials can be found elsewhere on line or in the law library for free.  The student needs to decide whether the convenience of the supplement (and its added weight) are worth it.]

First Week Required Reading:  LBO Text: Chap. 1 and Chap. 2 (pages 1-41) and Chap. 17 ( pages 1091-1113) AND the related statutes in the SS.

Additional Reading: Reading during the course will generally proceed in order through the LBO Text until reaching the end of the insider trading discussion in Chapter 14 at page 933.  Consideration of private placement of securities will be done through supplemental materials provided by Professor Widen.  Each week via an email to students Professor Widen will indicate the chapter or chapters that he expects will be covered during the following week.  However, as the course will proceed in a generally linear fashion through LBO Text up to insider trading in Chapter 14, any student should easily be able to keep up and/or read ahead.

Factulty Assistant to Prof. Widen: Rosa Lopez, rlopez@law.miami.edu .  Requests for an appointment to meet with Professor Widen, as well as notifications of absences should be sent to Ms. Lopez.

Attendance Policy
: Students are required to attend class meetings in the absence of a personal emergency.  Personal emergencies do not include job interviews, attending a birthday party and other matters which would not be considered appropriate by a real world employer.  Should a student need to miss a class, the student should send an email with an explanation to Rosa Lopez at rlopez@law.miami.edu with a heading titled BA ABSENCE prior to missing the class.

Exam Format: Grades will be assigned based upon performance on a single, four and one half hour, closed book exam.  Approximately 85% of the grade will be determined on the basis of responses to multiple choice and true false questions.  The remaining 15% of the grade will be determined by a short essay response to a fact pattern.  Student grades may be lowered based upon poor class attendance or poor class performance when called upon (in the discretion of the instructor).

Students with Disabilities: If you have a disability, or suspect that you may have a disability, the Law School encourages you to contact Iris Morera, Coordinator, Disability Services at the Office of Disability Services for information about available opportunities, resources, and services. Her phone number is 305-284-9907, and her email address is imorera@law.miami.edu. You may also visit the Office of Disability Services website at www.law.miami.edu/disability-services.

Course Description:  This course introduces students to the law governing the formation, management and financing of businesses The course begins with a concise introduction to the laws of agency and partnership (with brief exposure to the law of limited partnerships, limited liability companies and other organizational forms). The course continues with an overview of corporation law, explaining the various features and advantages of conducting business in the corporate form. Following these introductory steps, the laws governing the formation and management of corporations is considered in some detail, with a focus on the corporate laws of Delaware and Florida (with Florida law having a significant similarity to the Revised Model Business Corporation Act). The course then proceeds to consider various aspects of capital structure and the financing of the corporation, including consideration of common stock, preferred stock, subordinated debt and senior debt.  Students will be introduced to Federal securities laws by an examination of law regulating insider trading. The course will conclude with an examination of the law governing private placements of securities.

Students are assumed to know nothing of business law, or indeed, of business itself. The course operates on the premise that all lawyers need to understand the underlying principles for how business is conducted through artificial legal entities such as corporations. There is practically no area of human interaction that does not involve notions of agency. Partnerships can be complicated endeavors, but may also include small family run entities. Likewise, corporations may be very large, or very small. One need not be a "business lawyer" to encounter the fundamentals of business law, in areas as diverse as family law, commercial law and intellectual property. Indeed, it is difficult to imagine any legal practice that is divorced from concepts of business association law. Other operative principles for the course: (a) that the law in all domains is united by a core of fundamental principles, based on basic concepts of business and economics; (b) that an understanding of those principles is best achieved by starting with relatively simple business relationships (agency, partnership) and progressing to more complex ones (corporations) and (c) that having achieved such an understanding, students will be able to analyze business problems that arise, and even new organizational forms, whether or not such problems and organizations have been studied before. Thus, although the course includes considerable analysis of individual cases, particular statutes, and business documents, these are only means to a greater end: a comprehension of how the law of business associations operates overall, and why. Issues concerning governmental regulation of business (e.g., by the Securities and Exchange Commission and state "Blue Sky" commissioners) will be addressed by considering first the laws governing insider trading and thereafter laws governing the private placement of securities, at the conclusion of the course. This exercise will introduce students to some key aspects of Federal securities laws governing public corporations but without any attempt to cover the breadth of the securities laws in general (a subject for a course on Securities Regulation or Corporate Finance). Taxation of businesses and certain basic accounting concepts will be considered only in passing as appropriate throughout the course.

Last Modified: Saturday, 23-Aug-2014 10:38:25 EDT