Law 230 - Business Associations

Stephen M. Bainbridge

Stephen M. Bainbridge

William D. Warren Distinguished Professor of Law
B.A. Western Maryland College, 1980
M.S. Chemistry, University of Virginia, 1983
J.D. University of Virginia, 1985
UCLA Faculty Since 1997
Course Description:

This course will focus on unincorporated business associations and corporations. In addition to the standard emphasis on state corporate law, especially that of Delaware, some attention will also be devoted to the federal securities laws.

This class is taught via lecture. The examination will be administered on an open book basis. The exam will consist solely of objective questions

Course Learning Outcomes:

Students should develop facility with each of the three major forms of business association; i.e., partnership, limited liability company, and corporation. Students should understand the legal and business basics of the alternative forms of business association and the implications of choosing one form of association over others. They should have a sophisticated understanding of the nature and scope of the duties owed by participants in a business enterprise to others, how those duties vary across different forms of doing business, and the extent to which these duties can be modified by participants in the business relationships. They should recognize the process of coordinating business and legal considerations so as to achieve optimal client outcomes in a transactional setting.

Students should understand the basic principles of agency, including who is an agent, liability of principles to third parties in contract and tort, the fiduciary duties of agents, and how those duties vary in magnitude and how breaches vary in terms of severity and the legal consequences.

Students should understand the basic principles of partnership law, including what is a partnership and who are partners, the fiduciary obligations of partners to each other, rules regulating partnership property, the rights of partners to participate in the management of the partnership, rules upon dissolution of partnership, and special features of limited partnerships.

Students should understand the basic principles governing corporations, including the role of responsibilities of promoters, the role and limits of limited liability (including doctrinal tests for piercing the corporate veil), shareholder derivative actions, and legal challenges relating the the role and purpose of corporations.

Students should understand the basic principles governing Limited Liability Companies, including rules regarding the formation and operation of LLC’s, the role of the operating agreement, rules governing piercing the entity veil, the fiduciary duties of members and managers of LLC’s, and rules upon dissolution.

Course Information:
​Faculty Term Course Section ​Schedule ​Units Requisite Satisfies SAW
Stephen Bainbridge 19F 230 LEC 1 TR 3:20 PM - 5:20 PM 4.0 No No
Textbook Information:
Textbook for Fall 2019 LEC 1
Klein, Ramseyer and Bainbridge. Business Associations: Cases and Materials on Agency, Partnerships, LLCs, and Corporations  10th ed.  
ISBN: 9781683285229. Foundation Press. REQUIRED $257.25