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This is the page for Caroline Bradley’s Business Associations class at the University of Miami.

Casebook: Stephen M. Bainbridge, Business Associations: Cases and Materials on Agency, Partnerships, LLCs, and Corporations (11th Edition, 2021). I will assign some additional cases, and provide links to statutes on this blog.

I am teaching the class in two separate sections. The asynchronous lecture material will be the same for both sections and will be available here. The synchronous sessions are scheduled through Blackboard and will take place via zoom. I will schedule some additional drop in office hours and am also happy to schedule individual zoom sessions and/or answer questions via email.

WEEK 6 [Section A: October 3; Section B: September 28]
Reading Assignment: Casebook pages 225-273 (corporations- duty of care, duty of loyalty) (Kamin v American Express Company, Smith v Van Gorkom, Francis v United Jersey Bank, Bayer v Beran, Benihana of Tokyo v Benihana, Broz v Cellular Information Systems Inc., In Re eBay Inc. Shareholders Litigation).
Here are links to the Corporations Statutes we will be focusing on:
Florida Business Corporation Act
Delaware General Corporation Law

Lectures: Corporations: Duty of Care (note amendment of DGCL §102(b)(7) in 2022 to allow for officer exculpation, although not where the claim is a derivative claim); Corporations: Loyalty: Conflicting Interest Transactions and Corporate Opportunities

Mid-semester Review
I hope you all have a great Fall Break. As we arrive at the mid point of the semester I think it makes sense to engage in some review of what we have learned so far.

I am providing here the assignments I wrote for the last 2 years in this class, together with memos I wrote about the questions. This allows you to see the sorts of questions I have written in the past about some of the material we have studied so far (note that there were some minor variations in the cases included in the last edition of the casebook).

Business Associations Fall 2021 Mid-Semester Writing Assignment (Memo on the Fall 2021 Mid Semester Assignment)

Business Associations Fall 2020 Writing Assignment, and here is my outline Memo on the Midsemester Assignment.

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