Business Associations

This lesson integrates agency law and partnership law to develop an understanding of the authority partners possess to bind the partnership. The lesson explores the actual and apparent authority of partners and the possibility of inherent agency power in the partner context.

This lesson discusses the power that an agent (or apparent agent) has to affect the legal rights of the principal. In general, an agent or apparent agent may affect the principal's legal rights only to the extent that the agent possesses the authority or the power to do so. This lesson provides an introduction to the three basic types of authority -- actual authority, apparent authority, and inherent agency power.

This lesson introduces the federal and state securities laws regulating business finance. The lesson is designed for students taking Business Associations or Corporations, so the coverage is fairly basic; this lesson is not intended to be used by Securities Regulation students.

This lesson is intended to familiarize students with the Business Judgment Rule, an essential component of corporate governance.

This lesson is the first of two designed to familiarize you with aspects of shareholders' derivative litigation and the role played by the business judgment rule. This lesson focuses on demand upon the board of directors.

This lesson focuses on the Special Litigation Committee. It is recommended that you complete the first lesson (The Business Judgment Rule in Shareholder Derivative Litigation I: Demand Upon the Board) before beginning this one.

This lesson teaches the Capital Asset Pricing Model. It begins by discussing risk and its control by diversification, and how betas measure the risk of diversified portfolios.

The lesson is designed to guide the student through the CAPM in detail as part of a Corporate Finance or Mergers & Acquisitions course. In courses that do not cover the CAPM in detail, such as Business Association courses or Securities Regulation, this lesson can be used as further study or for skimming.

This lesson tries to explain Coasean irrelevance (which is often known as the "Coase Theorem").

This lesson focuses on state corporation law restrictions on distributions to shareholders. It does not cover restrictions on distributions arising from other sources, such as contractual restrictions, the law of fraudulent conveyance, or federal bankruptcy law.

This lesson examines a subset of the fiduciary obligations of directors and officers--their duty of loyalty to the corporation--the Corporate Opportunity Doctrine.

This lesson will familiarize students with the "Unocal Doctrine", a standard of judicial review under Delaware law. The Unocal doctrine applies to a board's defensive conduct when opposing a hostile takeover and attempting to prevent a change of corporate control.

This lesson will familiarize students with the "Revlon" and "Blasius" doctrines, standards of judicial review under Delaware law. The Revlon doctrine applies to board actions taken when a change of control or sale of the corporation is inevitable. The Blasius doctrine applies when a board has acted with the primary purpose of interfering with a shareholder vote.

The topic of this podcast is Tortious Interference - when one of the parties to a contract claims that a third party wrongfully interfered with the contract by inducing the other party to breach. The rule for when tortious interference arises after a contract can be found in Restatement (Second) of Torts § 766. Tortious interference can also arise before the contract is formed, when the third party is claimed to have interfered with the formation of a contract. The podcast includes a discussion of defenses to a claim of tortious interference, and examines the fine line between unlawful and permissible interference per Restatement (Second) of Torts § 767. The cases Texaco, Inc. v. Pennzoil Co. and Phillips v. MEA are covered, as is the movie The Insider which was based on a real tortious interference case. 

This lesson examines the creation of the employer/employee relationship (formerly master/servant relationship) in agency law and contrasts that relationship with the status of independent contractor. The lesson provides an opportunity to think about why the distinction is important and how to tell whether a given relationship rises to the level of being an employer/employee relationship or is merely an independent contractor relationship.

This is the first in a series of three lessons on limited liability companies. It provides a comparative overview of unincorporated entities such as sole proprietorships, partnerships, and limited liability companies (LLCs), and incorporated entities including S and C corporations.

In this podcast, Professor Cohen discusses the formation of a partnership and how to master related sections of the Uniform Partnership Act (UPA) and the Revised Uniform Partnership Act (RUPA). Professor Cohen offers practical tips for students to incorporate in their study plan to help them learn this material.

This lesson introduces the student to agency relationships and explores the following questions: Why are agency relationships formed? Who are the parties to an agency relationship? What elements are required to form an agency relationship? and What are the consequences of forming an agency relationship?

This lesson will provide students with an introduction to the federal regulation of proxy solicitation.

This lesson focuses on basic concepts and terminology and addresses issues contained in what are called the legal capital provisions of corporate codes. You will encounter equity capitalization, par value, capital, capital surplus and earned surplus accounts in a balance sheet.

This is the third part of five related lessons concerning the issuance of securities by a corporation.

This is the fourth part of five related lessons concerning the issuance of securities by a corporation. This lesson deals with the amount of consideration used to pay for equity securities.

This lesson is the FINAL lesson in a FIVE part series dealing with the ways a corporation is financed, that is, the ways in which a company raises money to pay for its ongoing operations. BEFORE beginning this lesson, you should have completed ALL of the previous lessons and have mastered the concepts introduced in each of the previous lessons. This lesson builds on those earlier lessons. The FIRST lesson in the series is called Types of Securities, Corp27.

This lesson discusses judicial review of director's conflicting interest transactions under subchapter F of chapter 8 of the revised Model Business Corporation Act. The definition of "director's conflicting interest transaction" is not discussed; that is dealt with in a companion lesson, What is a Director's Conflicting Interest Transaction? The two lessons may be done in either order.