Law 230 - Business Associations
Sung Hui Kim
Faculty Director of the Program on In-House Counsel, Lowell Milken Institute for Business Law and Policy
M.A Emory, 1988
J.D. Harvard, 1992
Member of the California Bar
This course provides a survey of the legal rules and concepts applicable to the basic forms of business associations. It will begin with the foundational principles of agency law and briefly cover sole proprietorships, general partnerships, limited partnerships, and limited liability companies. The bulk of the course, however, will be devoted to the law of corporations, both public and closely held, with emphasis on the Delaware General Corporations Law. The class will be a combination of lecture and student discussions and will cover both policy concerns and black letter law. The final exam will be open book/open notes and consist only of multiple choice questions.
At the end of the course, the student will be able to:
- Identify the different forms of business associations, including sole proprietorship, partnership, limited partnership, limited liability company and corporation
- Recognize the consequences of establishing an agency relationship
- Evaluate the fiduciary duties of agents, board members and controlling shareholders
- Explain the structure of executive stock options and the key policy issues
- Analyze the basic elements of an insider trading violation
- Explain the structure of shareholder derivative actions and the primary legal and financial constraints to their prosecution
- Explain how shareholder voting works in public corporations
- Explain the basic law of freeze-out mergers and hostile takeovers
|Sung Hui Kim||19F||230||LEC 3||MTR 8:25 AM - 10:25 AM||4.0||No||No|
|Limited to foreign LLM students. Enrollment through Graduate Studies Office. Course meets 8/26/19 - 10/24/19. Exam 11/8. Early drop deadline: 5:00pm on 8/30/2019.|
|Sung Hui Kim||20S||230||LEC 2||TR 3:20 PM - 5:20 PM||4.0||No||No|
|Early drop deadline: 5:00pm on 1/24/2020.|
|Textbook for Fall 2019 LEC 3|
Klein, Ramseyer and Bainbridge. Business Associations: Cases and Materials on Agency, Partnerships, LLCs, and Corporations 10th ed.
ISBN: 9781683285229. Foundation Press. REQUIRED $257.25
Klein, Ramseyer, Bainbridge. Business Associations: Agency, Partnerships, LLCs, and Corporations, 2019 Statutes and Rules 2019 ed.
ISBN: 9781642429190. Foundation Press. REQUIRED $47.00
Downes and Goodman. Dictionary of Finance and Investment Terms 8th ed.
ISBN: 9780764143045. Barrons's Educational Series. OPTIONAL
Notes: Information is for the 8th ed. (2010), but Prof. Kim will allow any edition.
Garner, Bryan A. (ed.) Black's Law Dictionary 10th
ISBN: 9780314844897. Thomson Reuters. OPTIONAL $39.95
Notes: Information is for the 10th ed. (2014), but Prof. Kim will allow any edition.
Hamilton and Booth. Business Basics for Law Students: Essential Concepts and Applications 4th ed.
ISBN: 9780735557444. Aspen Publishers. OPTIONAL $102.00
Notes: Information is for the 4th ed. (2006), but Prof. Kim will allow any edition.
Kleinberger, Daniel S. Agency, Partnerships, and LLCs (Examples and Explanations series) 5th ed.
ISBN: 9781454850120. Wolters Kluwer. OPTIONAL $56.95
Palmiter, Alan R. Corporations (Examples and Explanations Series) 8th ed.
ISBN: 9781454850168. Wolters Kluwer. OPTIONAL $56.95