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This is the page for Caroline Bradley’s Business Associations class at the University of Miami. I am teaching this class in Spring 2020. We will use William A Klein, J. Mark Ramseyer & Stephen M Bainbridge, Business Associations: Cases and Materials on Agency, Partnerships, LLCs and Corporations (10th ed. 2018).  I will provide links to statutory material via this blog.

April 5: Here is my lecture on Dirks, Salman and O’Hagan

I will post a lecture on Salzberg v. Sciabacucchi, and that will be the end of the new material I am going to give you. I aim to put that lecture up for Tuesday. After that you will be able to focus on review.

Here is a question to think about relating to the insider trading material:

Carol is an investment banker. Bob, her fiance, who lives with her, overhears her talking about a proposed acquisition of a target company. He goes out and buys shares in the target company and makes a profit. Do you think Carol and/or Bob have or should have liability under s10(b) and Rule 10b-5?

I will post my own analysis of this question to the blog soon.

April 3: This is the lecture on Goodwin v Agassiz and SEC v Texas Gulf Sulphur

I was asked today if my exam is going to be different from the past exams available on this blog. And my answer is that I plan to write an exam that is very similar to my other recent exams. It won’t be longer than those exams- the reason I plan to allocate a longer period of time for you to answer the questions is not because I expect more of you than usual but because I recognize that life is more complicated now than it usually is.

April 2: This is the lecture on Santa Fe v Green (and Deutschman v Beneficial)

April 1: Here is the lecture on Halliburton v Erica P. John Fund and West v Prudential Securities

March 31: So far I have recorded this lecture on Robinson v Glynn (4th. Cir. 2003). Here is the lecture on Doran and Escott v Bar-Chris.

Week 12: March 30-April 3 I hope that you all now have access to the Casebook. I am going to assign material for the upcoming week as if we were having regular classes. So, for the lecture for Tuesday I will focus on pages 410-444 of the casebook (Robinson v Glynn (4th. Cir. 2003), Doran v Petroleum Management Corp (5th Cir 1977) and Escott v BarChris (SDNY 1968)). This is material on the definition of a security and on the Securities Act 1933 which deals with offerings of securities. On Wednesday I will move on to the 34 Act and Section 10(b) and Rule 10b-5: pages 444-468 (Halliburton v Erica P. John Fund (US Supreme Court 2014), West v Prudential Securities (7th Cir. 2002), Santa Fe v Green (US Supreme Court 1977), Deutschman v Beneficial 3rd Cir. 1988). And on Thursday I will discuss insider trading: pages 468-502 (Goodwin v Agassiz (Mass. 1933), SEC v Texas Gulf Sulphur (2d Cir. 1968), Dirks v SEC (US Supreme Court 1983), Salman v US (US Supreme Court 2016), and US v O’Hagan (US Supreme Court 1997). I will mention some more recent insider trading developments including reports that Senators traded in securities between the time when they were briefed on Covid-19 and the time markets generally reacted to news reports about the pandemic.

After that point I would generally not cover short swing profits but would find some time to talk about indemnification and insurance (pp 512-526). And I often assign some recent decisions: this year the Delaware Supreme Court just decided Salzberg v. Sciabacucchi, and I plan to discuss that case. And then we will work out how to focus on review for the remaining part of the semester.

Have a good weekend.

March 26: Here is the video lecture on Delaware County Employees Retirement Fund v Sanchez and In Re China Agritech Derivative Litigation

I will post readings for next week tomorrow and will try to put the lectures up in good time. I hope that if you don’t have access to your physical books you have set things in motion to be able to have electronic access. If not please do contact me or Andrea so we can facilitate that. Have a good weekend, and take care.

March 25: Here is the third video lecture: Auerbach, Zapata and Oracle. I am sorry this is late. I will post the last lecture for this week tomorrow (though perhaps not before the evening) and I will try to make sure that the lectures for next week are up before our normal class times. As usual please ask me if you have questions about the material.

March 23: Welcome back from the extended Spring Break! I have posted 2 video lectures so far and will be working on adding more of these. I think when I speak in class I repeat what I have to say more often than I do in these video lectures, so these are more concentrated. Some of you may be separated from your Casebooks and other materials. I will post the names of the cases alongside the video lectures so you can read the cases online via Westlaw or via google scholar. The UM Law Library also provides a link that gives you access to West Academic study aids, which include a Stephen Bainbridge Corporations book. You may find this useful. The Law Library is working on getting publishers to provide electronic access to Casebooks.

Lecture 3 will focus on Auerbach v Bennett (NY CA 1979); Zapata v Maldonado (Delaware 1981) and In re Oracle Corporation Derivative Litigation (Del. Ch. 2019)

Lecture 4 will focus on Delaware County Employees Retirement Fund v Sanchez (Delaware 2015) and In Re China Agritech Shareholder Derivative Litigation

March 21:Here is the link to the second video lecture: Derivative Litigation and the Demand Requirement

Cases: In Re Medtronic (Minnetota 2017); Grimes v Donald (Delaware 1996); Marx v Akers (NY CA 1996)

March 20: Here is the link to the first video lecture on Tesla, Corwin & Kahn v MFW (audio transcript here).

If you have questions/comments please contact me by email or use the comments option on this page.

“The University of Miami seeks to maintain a safe learning, living, and working environment free from all types of sexual misconduct including but not limited to: Dating Violence, Domestic Violence, Sex- or Gender-Based Discrimination, Sexual Assault (including Sexual Battery), Sexual Exploitation, Sexual Harassment, and Stalking.  For additional information about the University’s efforts to prevent, stop, and address sexual misconduct, including resources and reporting options, please visit www.miami.edu/titleix or contact the University’s Title IX Office at titleixcoordinator@miami.edu .”

March 21:Here is the link to the second video lecture: Derivative Litigation and the Demand Requirement

Cases: In Re Medtronic (Minnetota 2017); Grimes v Donald (Delaware 1996); Marx v Akers (NY CA 1996)

March 20: Here is the link to the first video lecture on Tesla, Corwin & Kahn v MFW (audio transcript here).

If you have questions/comments please contact me by email or use the comments option on this page.

“The University of Miami seeks to maintain a safe learning, living, and working environment free from all types of sexual misconduct including but not limited to: Dating Violence, Domestic Violence, Sex- or Gender-Based Discrimination, Sexual Assault (including Sexual Battery), Sexual Exploitation, Sexual Harassment, and Stalking.  For additional information about the University’s efforts to prevent, stop, and address sexual misconduct, including resources and reporting options, please visit www.miami.edu/titleix or contact the University’s Title IX Office at titleixcoordinator@miami.edu .”

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