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

For the Fall Semester, 2021 the Casebook is William A. Klein, J. Mark Ramseyer, Stephen M. Bainbridge, Business Associations: Cases and Materials on Agency, Partnerships, LLCs, and Corporations (10th Edition, 2018). 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 8: October 11-15: Fall Break. I hope you have a good break.
Your answers to the Business Associations Fall 2021 Mid-Semester Writing Assignment are due October 8, 2021. Please send your answer, marked with your AGN to Claire Amador at camador@law.miami.edu.

Week 9: October 18-22 Reading assignment for week 9: Please read Casebook pages 296-358 and Marchand v Barnhill (Del. Supr. 2019). (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, Sinclair Oil Corp. v Levien, Zahn v Transamerica, Fliegler v Lawrence, In Re the Walt Disney Co. Derivative Litigation [Stone v Ritter, Marchand v Barnhill]).

Asynchronous lectures for week 7:Corporations: Conflicts of Interest, Corporate Opportunities; Corporations: Controlling Stockholders; Corporations: Walt Disney; Corporations: Oversight Liability

Question to consider for class discussion:

Anna, the CFO and a director of Beta, Inc, agrees to go on an all-expenses paid trip to the Gammaco investment banking trip in a luxury resort with her family. Anna’s cousin is the CEO of Gammaco. Their families have always been very close, vacationing together every summer on the family farm for as long as they can both remember.

Three other members of the (7 member) Beta board also go on the trip to the luxury resort. After the trip, Anna recommends to the board that Beta hire Gammaco as its investment banker for Beta’s planned acquisition of Targetco. With no discussion the board agrees to the recommendation on the terms proposed by Gammaco. The attempt to acquire Targetco fails, but Beta is contractually obliged to pay a very large fee to Gammaco for its work.

Della, a shareholder in Beta, learns about Anna’s relationship with the CEO of Gammaco and wants to know if there is a basis to challenge the contract between Beta and Gammaco.

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