University of Miami School of Law CourseLink Course Description - Online System
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Fall 2020

Course Description
Business associations focuses on the structures used to conduct business operations in the United States. Much of the course will focus on business corporations and the parties that define their operation. We will look at the roles of shareholders, boards of directors, and managers and will ask questions relating to their contributions to business success or failure, their relationships, and their disputes. We will look at what makes the corporate form attractive to shareholders and consider the relationships between shareholders and investors in corporate debt. The battles between the boards and managers are the stuff of legend and a focus of the law. What are fiduciary duties and which parties owe what fiduciary duties to what parties in what circumstances? The corporate form is ubiquitous. It is used in conglomerates and small businesses. One can find family farms and global petroleum companies structured as corporate entities. We will consider why this is so and whether the law as it currently exists is well-designed to serve such diverse interests. We will also consider other business forms, including, but not limited to, general partnerships, limited partnerships, S Corporations, limited liability companies (LLC’s), and unincorporated association. The choice among these various business forms will touch on questions of tax planning, regulatory considerations, limitations on raising investment capital and the treatment of investors in various structures in the event of bankruptcy. Throughout the course we will ask whether and to what extent business associations should operate with some degree of concern for the benefit of the public and not simply for the benefit of shareholders and investors in corporate debt. What would this look like? What changes would be needed in the laws applicable to various forms of business associations? We will look at elements of the CARES Act in the current economic crisis and whether large corporations have received a disproportionate share of the federal government money intended to help workers who have lost their jobs in the current pandemic. In short, are corporations as private as they claim or have they benefitted from public policies designed to help them succeed?

Course Schedule
Dates Day Time Room
08-19-2020 - 11-17-2020   W  2:00 PM-3:40 PM DL

Course Frequency
This course is usually offered every semester

Course Information

Credits: 4
Pass/Fail Option: Yes
Grading: Graded
Method of Evaluation: Examination
Graduation Requirements Fulfilled By Course:
Special Attributes:
Bar Course
Course Delivery:
Online (synchronous and asynchronous)
Special Restrictions:
Law Track(s):
Business & Taxation - Basic
Entertainment, Music, & Sports - Related
Government & Regulation - Related
Bar Subject(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:
  • Textbook Name: Business Associations: Cases and Materials on Agency, Partnerships, LLC, and Corporations
    Textbook Type: Hardcover
    Requirement: Required
    Author: Klein, et. al
    Publisher: Foundation Press
    Edition: 10th edition
    ISBN: 978-1683285229
  • Textbook Name: Business Associations: Agency, Partnerships, LLCs, and Corporations, 2020 Statutes and Rules (Selected Statutes)
    Textbook Type: Paperback
    Requirement: Required
    Author: Klein et al
    Publisher: West Academic
    Edition: 2020 edition
    ISBN: 978-1684679720
First Class Assignment(s):
  • Assignment: Course information and assignment for first week of class is posted on Blackboard.   



Contact Information:
Phone: (305)284-2642
Office: G283