Business Organizations, Spring 2015, Section 301 Professor Gold Class meets in Room 905, Mondays and Wednesdays, 1:00 p.m. to 2:15 p.m. Office: Room 811 Office Hours: Wednesday 11:30 a.m. – 12:30 p.m.; 2:30 – 3:30 p.m., and by appointment E-mail: agold@depaul.edu Tel. (312) 362-5927 Fax (312) 362-5448

Syllabus Part I Required Texts:

The required materials for this course are the Klein, Ramseyer & Bainbridge casebook, Business Associations: Cases and Materials on Agency, Partnerships, and Corporations (8th edition, 2012), and the current statutory supplement to that text.

Course Description: This course provides an introduction to the law of business organizations, including partnerships, closely held corporations, and publicly held corporations. In studying this area of the law, we will develop familiarity with the law of agency and of fiduciary duties, focusing especially on their application to partnership and corporate governance and liabilities. Goals include an understanding of the basic rules that regulate business organizations, how they impact joint owners of a business, and why particular business forms may be advantageous in certain circumstances. This course will also serve as a preparation for upper level business courses such as Securities Regulation or Corporate Finance. Course Requirements:

A seating chart will be handed out on the first day of class that all students must sign. Failure to sit in the appropriate assigned seat will be recorded as an absence.

Students are expected to regularly attend class and to be prepared to participate in class discussion. This will be a lecture-based course with regular class discussion. I will assign students the responsibility to discuss the reading assignments for each class period. However, I may also call on other students to supplement class discussion. Additionally, students are encouraged to volunteer at any time.

Students should also regularly check the DePaul Desire2Learn (D2L) website a

couple of times a week. A current syllabus will be posted there, and I may also post announcements regarding class or reading assignments. Grading:

There will be one three hour open book examination, which will comprise the majority of the grade in this course. Students may use any written materials during the examination, including the casebook, the statutory supplement, class notes and outlines, and treatises. The exam will include essay questions, and it may include some short answer questions.

The exam grade will be based on analytical and accurate responses to the exam

questions, showing the ability to apply the knowledge learned in class and in the reading assignments. Class participation will be counted on a limited basis as an aid to grades, based on thoughtful, analytical participation. For example, if participation warrants an addition to a grade, the grade may be raised to the next highest level, e.g., from a B to a B+. Frequent absences may negatively impact a student’s grade, in accord with the Student Handbook. If there is a reason for such absences, please contact me. In cases of extraordinary hardship, I may make exceptions to this absence policy.

Academic Integrity: DePaul University is a learning community that fosters the pursuit of knowledge

and the transmission of ideas within a context that emphasizes a sense of responsibility for oneself, for others and for society at large. Violations of academic integrity, in any of their forms, are, therefore, detrimental to the values of DePaul, to the students’ own development as responsible members of society, and to the pursuit of knowledge and the transmission of ideas. Violations include but are not limited to the following categories: cheating; plagiarism; fabrication; falsification or sabotage of research data; destruction or misuse of the university’s academic resources; alteration or falsification of academic records; and academic misconduct. Conduct that is punishable under the Academic Integrity Policy could result in additional disciplinary actions by other university officials and possible civil or criminal prosecution. Please refer to your Student Handbook or visit Academic Integrity at DePaul University (http://academicintegrity.depaul.edu) for further details.

Assignments for the First Two Weeks of Class: Please read the applicable statutory or Restatement provisions from the statutory supplement where they are referenced in cases or problems in the casebook.

1. Introduction to Business Organizations; Introduction to the Law of Agency: Casebook, pages 1-20. Restatement of the Law (Third) of Agency, §§ 1.01; 1.02; 1.03; 2.01; 2.02; 2.03; 3.01; 3.02; 3.03. [Please note: the Restatement is set forth in your statutory supplement.]

2. Agency and Agency Authority; Liability of Principal to Third Parties:

Casebook, pages 20-31; 35-47. Restatement of the Law (Third) of Agency, §§ 1.03; 1.04; 2.04; 2.06; 2.07; 4.01; 4.02; 4.06; 6.04; 7.07.

3. Liability of Principal to Third Parties, Continued; Fiduciary Obligations of

Agents: Casebook, pages 52-59; 69-78. Restatement of the Law (Third) of Agency, §§ 7.07; 7.08; and Chapter 8.

4. Introduction to Partnerships: Casebook, pages 79-103. Uniform Partnership

Act (1997) § 202. [Please note: the Uniform Partnership Act (1997) (“UPA”) is set forth in your statutory supplement.]