Law 230 - Business Associations

Sung Hui Kim

Sung Hui Kim

Professor of Law
B.A. Emory, 1988
M.A Emory, 1988
J.D. Harvard, 1992
Member of the California Bar
UCLA Faculty since 2010
Course Description:

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 grade for the course will be based on a final examination and consideration of the student's voluntary participation in the course. The format of the final exam will be determined at a later date.

Course Learning Outcomes:

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