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This is the page for Caroline Bradley’s Business Associations class at the University of Miami. The Casebook for this class is Lawrence A Cunningham, Corporations and Other Business Organizations: Cases, Materials, Problems, Ninth Edition, 2016 (this is the most recent edition of the Casebook I used in 2016 and 2015 – in earlier years I used a different Casebook for this class). Links to relevant statutes will be provided via this blog. The class will meet on Tuesdays, Wednesdays and Thursdays from 2.00 pm to 3.20 pm in room F 209. The exam for this class will be a closed book exam.

Week 14: April 16-20 This week we will be studying Chapter 19 (pages 875-928) of the Casebook. For Tuesday please read pages 875-894, for Wednesday to page 919 and for Thursday to page 928.

The following week we will focus on review in the classes on Tuesday and Wednesday and there will be a review session on Friday April 27 at 11am-12.30 pm in Room F209. I have asked for the session to be recorded.

If there are particular materials you think it would be helpful to review on Tuesday April 24 please let me know. And I am happy to answer your questions by email or in person (email me to schedule an appointment time).

I mentioned some cases in class on April 12:
In Re Trulia where Chancellor Bouchard declined to approve a disclosure-only settlement of a shareholder class action. He suggested that any additional disclosures should be plainly material in a way that significantly alters the total mix of information available to stockholders.

In Appel v Berkman in February 2018 the Delaware Supreme Court held that when proxy materials failed to disclose that the Chairman of the Board had declined to vote for the merger because he believed it was not a good deal the shareholder vote was not effective to make the Business Judgment Rule the standard of review: “precisely because Delaware law gives important effect to an informed stockholder decision Delaware law also requires that the disclosures the board makes to stockholders contain the material facts and not describe events in a materially misleading way. Here, the founder and Chairman’s views regarding the wisdom of selling the company were ones that reasonable stockholders would have found material in deciding whether to vote for the merger or seek appraisal, and the failure to disclose them rendered the facts that were disclosed misleadingly incomplete.‘

I also mentioned that magicJack Vocaltec recently published an amendment to its proxy disclosures after the filing of lawsuits arguing that the pooriginal proxy statement violated section 14(a) and Rule 14a-9. The announcement stated: “The Company denies the allegations in all three complaints and denies that there are any material misrepresentations or omissions in the Definitive Proxy Statement. The Company is hereby disclosing certain additional information (the “Supplemental Disclosures”) in response to the three putative class action complaints and solely for the purpose of mooting the allegations contained therein. The Company denies the allegations of the three class action complaints, and denies any violations of law. The Company believes that the Definitive Proxy Statement disclosed all material information required to be disclosed therein, and denies that the Supplemental Disclosures are material or are otherwise required to be disclosed. The Company is disclosing the Supplemental Disclosures solely to eliminate the burden and expense of further litigation. Nothing in the Supplemental Disclosures shall be deemed an admission of the legal necessity or materiality under applicable law of any of the Supplemental Disclosures.”

Have a good weekend!


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