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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 6: February 19-23 Fore Tuesday please read pages 262-299; for Wednesday to page 340 and for Thursday to page 380.

Please also read this documentation relating to Roku Inc., a Delaware corporation that recently carried out an IPO:
Certificate of Incorporation
Legal Opinion (compare with the one on pages 250-251 of the casebook)
These documents are examples of the types of documents referred to in the casebook. The certificate of incorporation illustrates a complicated capital structure with preferred and common stock, with rights for the preferred stockholders which include rights to elect directors. Note also the choice of forum provision, and the authorization of the Board to adopt amend and repeal bylaws. There are also provisions relating to fiduciary duties (elimination of liability for money damages to the fullest extent, corporate opportunities provision).

Florida Statutes §607.06401(3) states: No distribution may be made if, after giving it effect: (a) The corporation would not be able to pay its debts as they become due in the usual course of business; or (b) The corporation’s total assets would be less than the sum of its total liabilities plus (unless the articles of incorporation permit otherwise) the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution.

Have a good weekend.


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