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fall 2022 class materials

Syllabus

Agency and Introduction:
You can access the Restatement 3rd of Agency via the Hein Online link on the Law School Library web page (look in Hein Online and then find the American Law Institute Library).

Lectures: Welcome; An Introduction to Business And Society; Agency Part 1; Agency Part 2;Paula Potter Question, pp 33-4; Agency Part 3; Agency Part 4; Agency Part 5; Agency Part 6.

Partnership
Florida Revised Uniform Partnership Act
Lectures: Partnership Part 1; Partnership Part 2; Partnership Part 3; Partnership Part 4; RUPA;Partnership Part 5; Partnership Part 6

LLCs
Florida Revised Limited Liability Company Act

Corporations
Florida Business Corporation Act
Delaware General Corporation Law
Salzberg v. Sciabacucchi (Del. Sup. 2020)
Marchand v Barnhill (Del. Supr. 2019)
In Re Mindbody, Inc. Stockholders Litigation (Del. Ch. 2020)
Brookfield Asset Management v Rosson (Del. 2021)
United Food and Commercial Workers Union v. Zuckerberg (Del. 2021).
Lectures: Corporations: Promoters; Controlling Litigation; Corporations: Veil Piercing ; Corporations: Role and Purposes; (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; Corporations: Duties, BJR, Exculpation; Corporations: Loyalty; Dominant Shareholders; Ratification; Corporations: Investors Bancorp; Walt Disney; Corporations: Oversight Liability I; Corporations: Oversight Liability II; Corporations: Weinberger v UOP; Corwin; Kahn; Tesla Corporations: Mindbody; Corporations: Derivative Litigation (direct or derivative); Corporations: Derivative Litigation (demand); Corporations: Derivative Litigation (Special Litigation Committees); Corporations: Independence (Sanchez, Zuckerberg);
Corporations: Derivative Litigation (City of Birmingham v Good); Corporations: Derivative Litigation (SLCs- Oracle)

Securities
Lectures: Securities Regulation: Definition of a Security; Securities Regulation: Registration of Issues and Liability; Securities Regulation: §10(b) and Rule 10b-5 ; Securities Regulation: Santa Fe v Green; Securities: Claims under §10(b) and Rule 10b-5 ; Securities: Goodwin v Agassiz & Texas Gulf Sulphur; Securities: Insiders and Tippees; Securities: Misappropriation; Innovation and Regulation

Exam notes