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Business Associations

Scott Baker

Fall 2014

Email: sbaker@wulaw.wustl.edu

Phone: 314-935-9823

Office: 571

Office Hours: Wednesday 3-5

I. Purpose of Course

This course provides an introduction to basic business law. We will study agency law and

corporation law. The focus will be on how people organize production and how the law helpsthem do just that. We will concentrate on the roles played by debtholders, equityholders, and

management. We will spend a lot of time on the fiduciary duty of care and the fiduciary duty of

loyalty. We will also cover derivative suits, formation, and mergers, both friendly and

unfriendly. No prior knowledge of finance or economics is needed for this course. We will

however concentrate heavily on the facts of the cases, which often involve financial details and

terms. To understand the law, one must understand the facts: why the parties decided to do what

they did in a particular case.

II. Textbooks

(1) 

Charles O’Kelly & Robert Thompson, Corporations and Other Business Associations (7th 

ed. 2014).

(2) Corporations and Other Business Associations, Selected Statutes, Rules, and Forms

(2014)

III. Grades

Grades will be based on a final three hour exam. The exam will be open books and open notes.

IV. Readings

Week 1 (Aug. 25-Aug. 29)

Wed: Introduction and Agency (pages 1-43)

Fri: Formation (pages 149-166)

Week 2 (Sept. 1-Sept. 5)

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Wed: Formation (pages 166-207)

Fri: Fiduciary Duty of Loyalty (pages 263-313)

Week 3 (Sept. 8-Sept. 12)

Wed: Fiduciary Duty of Care (pages 326-358)

Fri: Intersection of Duty of Care and Loyalty (pages 360-399)

Week 4 (Sept. 15-Sept. 18)

Wed: Derivative Litigation (pages 400-449)

Fri: Allocation of Risk (pages 591-632)

Week Five (Sept. 22-Sept. 26)

Wed: Piercing the Corporate Veil (pages 632-686)

Fri: Friendly Mergers (pages 687-717)

Week Six (Sept. 29-Oct. 3)

Wed: Friendly Mergers (pages 717-768)

Fri: Friendly Mergers (pages 768-818)

Week Seven (Oct 6- Oct. 10)

Wed: Sale of Corporate Opportunity and Hostile Acquisitions (pages 820-846)

Fri: Hostile Acquisitions (pages 846-902)

Week Eight (Oct. 13-Oct. 16)

Wed: Hostile Acquisitions (pages 902-944)

Fri: Fall Break