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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 15: April 23-27 We will be focusing on review this week in class on Tuesday and Wednesday and in an additional review session on Friday April 27 at 11am-12.30 pm in Room F209. I have asked for the session to be recorded.

On Wednesday I propose to discuss the Spring 2015 exam. I provided a diagram of this exam here.

On Friday I would expect to discuss the Spring 2016 exam.

April 26: Here is a Diagram of the Spring 2016 exam

Here is the audio from the April 27 session.

April 27: Themes of the course:
There are themes that tend to recur in this class from semester to semester, such as form and substance, the advantages and disadvantages of specific or bright-line rules and less determinate rules, whether it is a good idea or not to allow for contracting out of fiduciary duties, whether litigation is a useful mechanism for controlling the behavior of corporate directors and officers.

We saw the idea of control in a number of different contexts, from control as a component of the agency relationship, to control as the basis for the imposition of fiduciary duties on controlling stockholders, to control as circumstances negating the idea of the sort of independent decision-making that justifies business judgment review (in one sense this is a specific example of the determinate/indeterminate rules issue).

This semester we discussed a number of issues relating to corporate social responsibility, broadly defined, including issues of corporate compliance, the #metoo movvement, corporate responses to the Parkland tragedy, Etsy (“our mission is to keep commerce human“). The cases we read don’t really encourage corporations to take on issues of social responsibility but they do allow space for corporations to take account of social issues in decision-making (e.g., the Business Judgment Rule).

April 19: Andrew Cuomo and the New York Department of financial Services warned financial institutions based in New York that they should “review any relationships they may have with the National Rifle Association and other similar organizations. Upon this review, the companies are encouraged to consider whether such ties harm their corporate reputations and jeopardize public safety.”

Have a good weekend!


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