SYLLABUS

CORPORATIONS (Fall 2016)

CONTACT:

Holland Hall # 378, 352-273-0958, rhee@law.ufl.edu

CLASSROOM:

Room 285B

CLASS TIME:

Mon., Wed.:

8:00 AM to 9:15 AM

OFFICE HOURS:

Mon., Wed.:

9:15 AM to 12:00 PM

FINAL EXAM:

December 14, Wednesday, 8:30 AM to 1:00 PM (4.5 hours)

TEXTBOOKS
Jeffrey Bauman & Russell Stevenson, Corporations: Law and Policy, West, 8th ed., 2013
COURSE GRADING
Your grade will be based on a final exam (100% of the final grade). The final exam will be
an in-class exam. Exam grades are done on a blind basis. All grades are final. There will
be no regrading or revisions from me, except to correct any mathematical or clerical errors
in computing the final score.
ATTENDANCE AND PENALTY
Many students find Corporations to be a difficult course. Corporation law is the first
course on the laws of organizations. It is based on both statutes and common law. It is
conceptually difficult and many legal concepts require background knowledge in
business, economics, finance, and accounting. These concepts will be explained and
discussed in class. Class preparation and attendance is essential to your success in the
course. You are expected to attend class regularly. The single best thing that a student
can do to maximize the possibility of doing well in the course in terms of a grade is to
keep up with the class reading assignments and to attend class regularly. The final exam
will draw from the work done in course and the class discussion.
To enforce class attendance, class attendance will be taken each day. Students are
permitted 6 absences, not including absences for religious observance. The only excused
absences are for religious observance. There will be approximately 90-110 students. I will
not accept any personal or professional reasons. If there are specific religious holidays,
please advise me of the holiday before the class session. For each unexcused absence

beyond the 6 permitted absences, there will be a 2 point deduction from the final exam
grade, which is based on 100 points.
FINAL EXAM FORMAT
The final exam will be open casebook. There are no restrictions on what you can write
into the book. You will also be allowed to bring in an outline or notes with the following
restrictions: 10 pages on 8x11 sheets of paper, front and back permitted, handwritten or
typed notes permitted, no margin or font restrictions. If a problem on the exam requires
statutes, they will be provided in the exam.
The final exam may have essay, short answer, and multiple choice questions. Short
answer and multiple choice questions are fairly self-explanatory. Essay questions will be
an issue-spotting, analysis, or problem-solving format typically seen in most law school
exams. The issues and topics for exam questions will come from the course readings and
class discussions. The exam will fairly reflect the work that is done in the course. This
means that the best way to prepare for the exam is to do the class readings and to attend
class. There are no prior exams, but I will distribute a sample exam problems from the
prior years exam as the end of the semester draws near.
RELIGIOUS ACCOMODATIONS
The University policy on religious accommodations is as follows. Students shall be
excused from class or other scheduled academic activity to observe a religious holy day
of their faith with prior notification to the instructor. Students shall be permitted a
reasonable amount of time to make up the material or activities covered in their absence.
Students shall not be penalized due to absence from class or other scheduled academic
activity because of religious observances.
DISABILITY
Students with disabilities requesting accommodations should first register with the
Disability Resource Center (352-392-8565, www.dso.ufl.edu/drc/) by providing
appropriate documentation. Once registered, students will receive an accommodation
letter which must be presented to the instructor. Students with disabilities should follow
this procedure as early as possible in the semester.

ASSIGNMENTS
NOTE: the book has a number of Problems in the form of hypotheticals. Unless
specifically noted in the syllabus, we will not cover these problems and they are not a
part of the syllabus
Class
#
1.1

Topics, Issues, and Cases

CHAPTER 1
1. Business and risk
CHAPTER 2
2. Why do firms exist

Text pages and

statutes
Chapter 1 on
TWEN
Chapter 2 on
TWEN, pp. 1-7

Note: Chapters 1 and 2 are on TWEN.

1.2

1. Some basic terms and concepts

2. Fiduciary duties
Bayer v. Beran
3. Equitable limitations on corporate actions
Schnell v. Chris-Craft Industries, Inc.

2.1

1. Review Googles Investor Relations website

2. Read Googles Certificate of Incorporation (Alphabet
Inc.)
3. Read Googles Bylaws (Alphabet Inc.)

2.2

CHAPTER 5
1. Framing the issues
Dodge v. Ford
2. The role of the lawyer
3. Corporate charity
Theodora Holding Corp. v. Henderson
Kahn v. Sullivan

3.1

CHAPTER 10 (not in book but on TWEN)

1. Financial accounting
Note: We will NOT have live class session. Students will
view a videotaped class. The videotapes are posted on
TWEN, and they are Lessons 1.3, 1.4, 1.5, 1.6

Chapter 2 on
TWEN, pp. 829

Posted on
TWEN
MBCA 2.02,
2.03, 2.05, 2.06
102-114
117-137

Chapter 10 on
TWEN, pp. 124

3.2

CHAPTER 10 (not in book but on TWEN)

1. Valuing the enterprise
Note: We will NOT have live class session. Students will
view a videotaped class. The videotapes are posted on
TWEN, and they are Lessons 4.1, 4.2, 4.3, 4.4

4.1

CHAPTER 11 (not in book but on TWEN)

1. Corporate securities
2. Corporate capital structure
3. Legal capital
4. Limitation on distributions
Klang v. Smiths Food & Drug Centers, Inc.
Kamin v. American Express Co.
Dodge v. Ford Motor Co.

Chapter 10 on
TWEN, pp. 2436

Chapter 11 on
TWEN

Note: Starting in the next class session 4.2, remainder of the

readings are in the textbook.
4.2

CHAPTER 11 (in book)

1. Introduction to veil piercing
2. Tort creditors
Walkovszky v. Carlton
Radaszewski v. Telecom Corp.

296-318

Note: Do not read Freeman v. Complex Computing Co., Inc.

5.1

CHAPTER 11 (in book)

1. Contract creditors
Kinney Shoe Corp. v. Polan
2. Parent-subsidiary corporations
Gardemal v. Westin Hotel Co.
OTR Associates v. IBC Services, Inc.

325-336
Chapter 7 on
TWEN, pp. 1-7

CHAPTER 7 (not in book but on TWEN)

1. Restrictions on board authority
2. Shareholder voting arrangements
5.2

CHAPTER 7 (not in book but on TWEN)

1. Minority protection devices
2. Oppression
Donahue v. Rodd Electrotype Co.
Wilkes v. Springside Nursing Home, Inc.
Merola v. Exergen Corp.
Nixon v. Blackwell

Chapter 7 on
TWEN, pp. 729

6.1

CHAPTER 7 (not in book but on TWEN)

1. Oppression
Matter of Kempt & Beatley, Inc.
Bonavita v. Corbo

6.2

CHAPTER 17
1. Shareholder inspection of books and records
Saito v. McKesson HBOC, Inc.
Seinfeld v. Verizon Communications, Inc.
Polygon Global Master Fund v. West Corp.

Chapter 7 on
TWEN, pp. 2951
555-573
MBCA 16.01,
16.02, 16.03
DGCL 220

7.1

CHAPTER 19
1. Models of corporate governance
2. Business scandals and corporate governance

597-623
625-641

CHAPTER 20
1. The role of a corporate director
2. Governance in the modern board
7.2

1. Review Googles board of directors (for Alphabet Inc.),

and the committees and each committees charter (for
Alphabet Inc.)
2. Assessing changes in the board

641-645
647-677

CHAPTER 21
3. Shareholder voting dynamics
4. Shareholder proposals
Auer v. Dressel
Lovenheim v. Iroquois Brands, Ltd.
8.1

8.2

1. Shareholder nomination of directors and bylaw

amendments
American Federation v. A.I.G., Inc.
CA, Inc. v. AFSCME Employees Pension Plan

CHAPTER 22
1. Direct and derivative actions
Tooley v. Donaldson, Lufkin & Jenrette, Inc.
2. Role of counsel
3. Who qualifies as a plaintiff
In re Fuqua Industries Shareholder Litigation

677-698
MBCA 2.06,
10.01, 10.03,
10.04, 10.20,
10.21, 10.22
699-718
MBCA 7.41
through 7.46

9.1

1. Demand requirement
Aronson v. Lewis
Rales v. Blasband
Einhorn v. Culea
2. Termination when demand is excused
3. On the independence of directors
Orman v. Cullman

718-743

9.2

1. On the independence of directors

In re InfoUSA, Inc. v. Shareholders Litigation
2. On the independence of directors
In re eBay, Inc. v. Shareholders Litigation
3. Settlement and attorneys fees

743-780

10.1

CHAPTER 23
1. Standards of care
2. Business judgment rule
Shlensky v. Wrigley

781-792
MBCA 8.30,
8.31

10.2

1. Duty of oversight
Francis v. United Jersey Bank
In re Caremark Intl Derivative Litigation
In re Citigroup Inc. Derivative Litigation

792-828

11.1

1. Duty to become informed

Smith v. Van Gorkom

828-857

11.2

1. Avoidance of liability

857-872
873-878

CHAPTER 24
1. Director self-dealing

12.1

1. Director self-dealing
Remillard Brick Co. v. Remillard-Dandini Co.
Benihana of Tokyo, Inc. v. Benihhana, Inc.
Lewis v. Vogelstein
Harbor Finance Partners v. Huizenga
Gantler v. Stephens

MBCA
2.02(b)(4),
8.51, 8.52,
8.53, 8.56,
8.57
878-909
DGCL 144

12.2

1. Evolution of good faith

In re Walt Disney Co. Derivative Litigation
Stone v. Ritter
ATR-Kim Eng Financial Corp. v. Araneta
McPadden v. Sidhu
2. Corporate opportunity doctrine
Farber v. Servan Land Company, Inc.
Burg v. Horn

909-950
MBCA 8.70

13.1

CHAPTER 26
1. Transactions within corporate groups
Sinclair Oil Corp. v. Levien
2. Cash-out transactions
Weinberger v. UOP, Inc.

993-1026

13.2

1. Cash-out transactions
Kahn v. Lynch Communication Sys. (Lynch I)
Kahn v. Lynch Communication Sys. (Lynch II)
In re MFW Shareholders Litigation

1026-1054

14.1

1. Cash-out transactions
In re Pure Resources, Inc. Shareholder Litigation
2. Sale of controlling interest
Harris v. Carter

1054-1077

14.2

1. Overflow class (to be determined)

FINAL EXAM: Wednesday, December 14,

8:30 AM to 1:00 PM