University of Miami School of Law CourseLink Course Description - Online System
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Fall 2022

Course Description
This course investigates the law pertaining to businesses, starting with the law of agency and partnership (with a bit of the law of limited partnerships, limited liability companies and other organizational forms thrown in), and concluding with corporate law, the goals of the course. Students are assumed to know nothing of business law, or indeed, of business itself. The course operates on the premise that all lawyers need to understand the underlying notions taught herein. There is practically no area of human interaction that does not involve notions of agency. Partnerships can be complicated endeavors, but may also include small family entities. Likewise, corporations may be very large, or very small (again, things like family corporations). One need not be a "business lawyer" to encounter the fundamentals of business law, in areas as diverse as family law, commercial law and intellectual property. Indeed, it is difficult to imagine any legal practice that is divorced from concepts of business association law. Other operative principles for the course: (a) that the law in all domains is united by a core of fundamental principles, based on basic concepts of business and economics; (b) that an understanding of those principles is best achieved by starting with relatively simple business relationships (agency, partnership) and progressing to more complex ones (corporations) and (c) that having achieved such an understanding, students will be able to analyze business problems that arise, and even new organizational forms, whether or not such problems and organizations have been studied before. Thus, although the course includes considerable analysis of individual cases and particular statutes, these are only means to a greater end: a comprehension of how the law of business associations operates overall, and why. Issues concerning regulation of business (e.g., by the Securities and Exchange Commission) and taxation of businesses are considered only in passing.

Course Schedule
Dates Day Time Room
08-22-2022 - 11-30-2022   WF  9:00 AM-10:55 AM F209

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:
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: Agency, Partnerships, LLCs, and Corp, 2022 Statutes (Selected Statutes)
    Textbook Type: Paperback
    Requirement: Required
    Author: Bainbridge, Stephen
    Publisher: Foundation Press
    Edition: 2022
    ISBN: 9781636599014
  • Textbook Name: Business Associations, Cases and Materials on Agency, Partnerships, LLCs, and Corporations (University Casebook Series)
    Textbook Type: Hardcover
    Requirement: Required
    Author: Bainbridge, Stephen
    Publisher: Foundation Press
    Edition: 11
    ISBN: 9781684673346
First Class Assignment(s):
  • Assignment: Please read pages 1-16 and 34-41 for the first day (pdf attached for those who do not yet have the casebook).   

    First Day Readings.pdf



Contact Information:
Phone: (305)284-8446
Office: C223