University of Miami School of Law CourseLink Course Description - Online System
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Spring 2021
LAW100  A  BUSINESS ASSOCIATIONS

Course Description
This course is an introduction to agency, partnerships, LLCs and corporations, with a principal focus on the powers, rights, duties and liabilities of corporate directors, officers and shareholders. Topics will include the formation and financing of corporations, internal structure, corporate governance, the allocation of power among the various participants in the enterprise, basic fiduciary law, shareholder voting, and control transactions. Partnership and LLC law will be addressed principally in comparison to corporate law. In addition to the state corporation laws of several jurisdictions - principally Delaware and Florida - the course will address selected federal securities law issues (such as proxy regulation) and the relationship between state and federal law regarding corporations, particularly in light of Sarbanes-Oxley requirements.

Course Schedule
Dates Day Time Room
01-26-2021 - 04-27-2021   TR  10:10 AM-11:50 AM DL

Course Frequency
This course is usually offered every semester

Course Information

Credits: 4
Pass/Fail Option: Yes
Prerequisite:
Grading: Graded
Method of Evaluation: Online Open book exam.
Graduation Requirements Fulfilled By Course:
General
Special Attributes:
Bar Course
Course Delivery:
Online (all synchronous)
Special Restrictions:
Law Track(s):
Business & Taxation - Basic
Entertainment, Music, & Sports - Related
Government & Regulation - Related
Bar Subject(s):
FLORIDA
Concentration(s):
Business Compliance and Sustainability (Area of Focus)   More information
Business Compliance and Sustainability (Concentration)   More information
The Business of Innovation, Law and Technology: BILT (Concentration)   More information
Course Book(s):
Textbook Required:
Yes  
  • Textbook Name: Business Organizations, Cases and Materials, Concise, CasebookPlus
    Textbook Type: Hardcover
    Requirement: Required
    Author: James D. Cox and Melvin Aron Eisenberg
    Publisher: Foundation Press
    Edition: 12th Edition
    ISBN: 9781640204584
      
  • Textbook Name: Corporations and Other Business Organizations, Statutes, Rules, Materials, and Forms
    Textbook Type: Paperback
    Requirement: Required
    Author: James D. Cox and Melvin Aron Eisenberg
    Publisher: Foundation Press
    Edition: 2020 Edition
    ISBN: 9781647080631
      
  • Textbook Name: 2020 Supplement to Business Organizations, Cases and Materials, Unabridged and Concise, 12th
    Textbook Type: Paperback
    Requirement: Required
    Author: James D. Cox and Melvin Aron Eisenberg
    Publisher: Foundation Press
    Edition: 2020 Supplement
    ISBN: 9781647080662
      

Additional Materials:
NOTE: Students have the option to purchase a standard copy of the course book, whether rented, used, borrowed, etc. (ISBN: 9781683288619)***AND*** the "learning library" (e-resources) which you can purchase at: https://www.westacademic.com/Learning-Library-Cox-Eisenbergs-Business-Organizations-Cases-Materials-Concise-12th-9781640204607. UM Law students are welcome to purchase the books through store.westacademic.com. You can use code MIAMILAW to get 15% off casebooks, e-books and supplements  
First Class Assignment(s):
  • Assignment: Welcome to BA Spring 2021! Because we have fewer class sessions than usual in this remote class, we will have to begin delving into substance on the first day. So please: 1) Please read the Course Information memo carefully to learn the rules of the road for this class; 2) Watch Video # 1 on the sources of business law; 3) Read pp. 1-3, 5-23 in the Casebook (CB); and 4) Prepare to discuss Problem 1 (Agency) in class [attached here and also available via the Blackboard class page] Please note that: 1) you can find the Course Information memo under the Course Information tab on the left rail of the class Blackboard page, and 2) you can find Video #1 in the Modules tab on the course Blackboard page, under Module 1.

    Material:
    REQUIRED COURSE MATERIALS

    The casebooks are:

    A. JAMES COX & MELVIN EISENBERG, BUSINESS ORGANIZATIONS: CASES AND MATERIALS (Concise 12th Edition 2019).

    B. JAMES COX & MELVIN EISENBERG, 2020 SUPPLEMENT TO BUSINESS ORGANIZATIONS: CASES AND MATERIALS (2020).

    C. MELVIN EISENBERG & JAMES COX, BUSINESS ORGANIZATIONS: STATUTES, RULES, MATERIALS & FORMS (2020).

    D. CasebookPlus, which will provide you with additional online materials to support your casebook. It is important for you to be able to access the CasebookPlus materials not only to help in your studying, but because I will be asking you to take self-assessment quizzes on that platform.

    You can access the CasebookPlus material in two ways, depending on whether you’re buying a new casebook or a used (or rented/borrowed) casebook:

    1) If you’re buying a new book, purchase a CasebookPlus bundle (new book + e-access) ISBN 9781640204584
    Or
    2) if you are renting, borrowing or buying a used book (9781683288619), you can also purchase the “Learning Library” separately (e-resources offered in CasebookPlus) at https://www.westacademic.com/Learning-Library-Cox-Eisenbergs-Business-Organizations-Cases-Materials-Concise-12th-9781640204607.

    2. You can obtain the relevant Florida statutory materials either on-line (Westlaw or Lexis), or by purchasing STUART R. COHN & STUART D. AMES, FLORIDA BUSINESS LAWS ANNOTATED (most recent edition).

    TWEN/Blackboard/Course Webpage Link:
    https://www.courses.miami.edu/webapps/blackboard/execute/announcement?method=search&context=course&course_id=_561103_1&handle=cp_announcements&mode=cpview

    Additional Information:
    I've included a Word copy of the casebook pages assigned for the first day for those of you who haven't yet received your books. However, please note that the formatting of this version is far from ideal. If you have access to your book already, please use that rather than this attachment.
      

    BA Spring 2021 Problem 1 -- Agency.docx
    Cox & Eisenberg casebook 1st day assignment pages .docx

 
Professor(s)

LEVI, LILI


Biography
Contact Information:
Email: llevi@law.miami.edu
Phone: (305)284-2289
Office: G471