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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 2019. 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.

Week 15: April 22-25 On Tuesday we can think about questions you may have. And last week I suggested we could look at the 2008 exam but we didn’t get to it. I also think we could look at the 2018 exam which is much closer in time to where we are now. Although the exam was set for a class using a different book almost all of the issues in the question are issues that can be addressed using the cases we studied.

There will be a review session on Thursday April 25 from 12.00 noon to 2.00pm in A 110.

Statutes: Mostly I think we studied statutes through the cases this semester, so I am not giving you a long separate list of statutes. However, do focus on RUPA §202, 404 (or 409 of UPA 2013 see CB p 107-8), 103 (section 105 of UPA 2013), and, with respect to LLCs, Fl. Stats §605.0603


  1. form and substance
  2. control (agency; controlling stockholders; independence of directors; veil piercing)
  3. corporate social responsibility
  4. contracting and fiduciary duties
  5. courts (and legislators) reacting to changing social and technological conditions (e.g. Smith v Van Gorkom; e-bay case; initial coin offerings)
  6. fuzzy rules
  7. whether litigation is an effective mechanism for policing the behavior of corporate directors and officers.

Have a good weekend.