Business Associations II
Amitai Aviram
Spring 2008
Syllabus
Learning Objectives: This course complements Business Associations I in addressing the laws governing business associations. While Business Associations I was extensive – discussing briefly key concepts of agency, the general partnership and the corporation, Business Associations II is more intensive – focusing solely on the corporation but delving deeper into the laws that govern it. The course will discuss both close corporations and public corporations, address in more detail the governance rights of shareholders, and introduce the students to securities regulation and mergers & acquisitions. Prerequisite: Business Associations I.
Reaching Me: The best way to contact me is by e-mail, at: Aviram@illinois.edu. You are also welcome to meet with me at my office. Simply send me an e-mail suggesting days/times that are more convenient to you and we will find a mutually convenient time to meet.
Do not be shy about scheduling a meeting to clarify something that you did not understand in class. If, despite having read the assigned material and attending class, you are puzzled about some issue that was discussed in class, it is perfectly appropriate for you to schedule a meeting so that I can (hopefully) make things clearer. Out-of-class discussion affords me the luxury of focusing on your individual questions or concerns.
Attendance & Preparedness: The American Bar Association requires accredited schools to ensure the “regular and punctual class attendance” of students. The rule applies to this course. You are expected to be present and prepared for class, and I reserve the right to reduce grades for poor attendance or participation. Being prepared includes two components: familiarity with the assigned reading, and making an honest effort to think about the issues raised in the assigned reading and in the questions that I ask you in class. Being prepared does not require you to know the correct answers to my questions; just to make your best effort based on the material you were assigned to read. This is not “The Paper Chase” and nobody aces every question they are asked (not even the professor).
Speaking in front of a large group of students may be daunting for many people, but it’s an excellent preparation for law practice. Anxiety may cause you not to respond to the very best of your ability, but you will not be penalized for lack of eloquence. As long as your response shows that you read the material and thought about what I am asking you, you were prepared for class. To ensure that you demonstrate familiarity with the material even when you are anxious, you might want to consider bringing with you to class notes summarizing the reading assignments, or you might want to highlight and write notes on the reading assignment itself. Try to find the technique that works best for you to quickly retrieve detailed information in response to an unexpected question. It will be a valuable skill when you practice law.
You should not feel embarrassed about giving a wrong answer or misunderstanding the material. If you don’t understand something after doing the reading and making an effort to make sense of it, then there are probably other students who are in the same situation. Your ‘wrong’ answer enabled the discussion that clarifies the relevant issues not only for you, but for all the other students. So, you are doing them a service (don’t be too altruistic, though – try to get the answer right…).
My Teaching Style: I tend to use a mix of lecture and Socratic dialogue, because I believe each has advantages in teaching certain aspects of the course. I use PowerPoint slides in nearly all classes. The slides serve primarily to assist you in reviewing the material after class, and for the exam. During class time, if something I say is unclear, note which slide I am on, and remember to read that slide after class to resolve the confusion (the slides serve during class like bookmarks, to which you can return later). My former students tell me that they liked this system, because it significantly reduced the amount of notes they had to take, freeing them to focus on listening and thinking. They also told me that the slides were a convenient resource for them to review the material after class.
I will release the slides each class on my webpage (http://home.law.uiuc.edu/~aviram) a few days after teaching that class. For your convenience, I will have early versions of the slides available online when available (since this is the first time I am teaching BA II, there are no early versions for some of the later topics). You may look at these slides to anticipate what we will discuss in class, but be aware than the slides presented in class may be somewhat different than the ones available before class, because I often make last minute changes.
Grades in the course will be based on a take-home exam, which will be different in structure from my past BA I exams. The last class of the course is dedicated to exam preparation. In that class I will provide information on the structure of the exam.
Required Books and Reading Assignments: The texts for this course are: William A. Klein, J. Mark Ramseyer & Stephen M. Bainbridge, Business Associations: Cases and Materials on Agency, Partnership and Corporations (Sixth Edition, 2006), and the accompanying 2008 Statutes and Rules book (same title and authors as the casebook). I may assign some supplemental reading that is not in the casebook, in which case you will be able to access this material from the course outline page of my website (http://home.law.uiuc.edu/~aviram/BAout.htm).
I am aware of the financial burden of purchasing texts and try to minimize it. If you wish to save the cost of the Statutes book, you can get the required legislation and restatement sections off of Lexis or Westlaw (where the legislation was freely available online, I made a link to it in the course outline page of my website). If you wish to reduce the cost of purchasing the casebook, you may buy the fifth edition of the casebook, which has almost all of the cases that I will assign (note that page numbers may be different), and access the remaining assigned cases via Westlaw or Lexis.
In the course outline (http://home.law.uiuc.edu/~aviram/BAout.htm), where a range of numbers is noted (e.g., 111-133), this refers to pages in the casebook that you are expected to read for class (please read all of the assigned pages including notes, not only the actual cases). Where the case is hyperlinked, it is available on my webpage.
Determining the
The assigned reading is tentative until the end of the immediately preceding class session. I may modify the outline and assigned reading throughout the semester. Please make sure to check my website (http://home.law.uiuc.edu/~aviram/BAout.htm) each weekend to confirm the assigned reading for the following week. If I must make more immediate changes, I will notify of them in class.
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