Corporations (Law 6063, Class 16499) Spring 2019 Professor .

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Corporations (Law 6063, Class 16499)Professor KetteringM Tu 7:00 pm – 8:15 pmSpring 2019Three CreditsRoom HH 285BSYLLABUSTextbook. The required textbook for this course is JEFFREY D. BAUMAN, RUSSELL B. STEVENSON, JR. &ROBERT J. RHEE, BUSINESS ORGANIZATIONS LAW AND POLICY (9th edition 2017) (West AcademicPublishing, ISBN 9781634605946).The full Model Business Corporation Act (2016 revision) will be posted on the course website.General Course RequirementsAssignments. At the end of this syllabus is a table showing the assigned readings for each class.Unless otherwise directed, we will not cover any of the “Problems” included in the textbook (and so youneed not read them if they happen to fall within the page limits specified for the assignments). I may alterthe assignments by notice in class or via the course website (on Canvas).Class Attendance and Readings. This is not a course in which you can afford to fall behind inreadings or to miss classes. Many students may not be familiar with business practices, economics,finance, or accounting, but the body of legal doctrine we will study requires some knowledge of thosedisciplines. That knowledge will be imparted in the readings and class discussion.Significance of Statutes. Statutes play an important role in the body of law we will study(though they are by no means the only important source of law). You must read the statutory provisionsthat are referred to or copied in the readings. Reading a statute is a specialized skill; a statute cannot beread like fiction, or a newspaper. You must consider the purpose and possible meanings of every word.As a lawyer you must develop that skill. (You probably have not done so already unless you are a poetrycritic or a computer programmer.)Grading. Grades will be based on the final examination, with class participation taken intoaccount. The examination will be in-class, open book (but not open internet), and will be graded on ablind basis. The exam will consist of problems requiring analytic response (i.e., do not expect plainmultiple-choice questions). There are no prior exams to review.Communication Outside of ClassContact Information. My email address is kennethkettering@law.ufl.edu and my mobile phoneis 973-412-6727. I prefer email to phone calls, but don’t be shy about calling if there’s a reason whyemail won’t suffice. As of this writing I have not been assigned an office phone number; I will announceit when I get it, and after that please use my office number unless it is necessary to use my mobile.Office Hours. By appointment. In general, I expect to be available in the afternoons of days onwhich classes are held, and most other weekdays. As of this writing I do not have my office address; Iwill announce it when I get it.Course Website. I will use a website for this course on the school’s Canvas system, and maymake announcements through that system.Required StatementsAcademic honesty. Academic honesty and integrity are fundamental values of the Universitycommunity. Students should be sure that they understand the UF Student Honor Code athttp://www.dso.ufl.edu/students.php.Page 1 of 6

Attendance. Per ABA requirements, please attend all classes, unless you e-mail me in advancewith a legitimate excuse. Requirements for class attendance and make-up exams, assignments, and otherwork in this course are consistent with university policies that can be found ns/info/attendance.aspx.Further information about grading. The Levin College of Law’s mean and mandatorydistributions are posted on the College’s website and this class adheres to that posted grading policy. Thefollowing chart describes the specific letter grade/grade point equivalent in place:Letter GradePoint EquivalentA (Excellent)AB BBC C (Satisfactory)CD D (Poor)DE .0The law school grading policy is available at: ents/academic-policies#9 .Accommodations. Students requesting accommodation for disabilities must first register with theDisability Resource Center (http://www.dso.ufl.edu/drc/). Once registered, students will receive anaccommodation letter which must be presented to the Assistant Dean for Student Affairs (Dean Mitchell)when requesting accommodation. Students with disabilities should follow this procedure as early aspossible in the semester.Preparation estimate. Students should expect to spend, on average, approximately two hourspreparing for every hour of class. This is an estimate, not a warranty.Learning outcomes. After completing this course, students should: Understand the concept of the business corporation and the basic concepts relating to corporategovernance.Understand the basics concepts of the fiduciary duty owed by directors and officer of acorporation.Understand various fundamental business transactions relating to corporations, includingmergers, acquisitons, and issuance of securities.Have the basic knowledge necessary to understand fundamental documentation employed bybusiness corporations, such as the certificate of incorporation, bylaws, proxies, and annualreports.Page 2 of 6

ASSIGNMENTS(Unless otherwise directed, omit all problems printed in the Casebook)ClassTopics and CasesText#1[1/7]CHAPTER 21. Taxonomy of business organizations2. Agency principles3. Agency authority in corporations Summit Properties, Inc. v. New Tech. Elec. Contr’s., Inc. Menard, Inc. v. Dago-MTI, Inc.1. Basic legal attributes of firms2. Basic terms and concepts of business entities Bayer v. Beran Schnell v. Chris-Craft Industries, Inc. Bove v. Community Hotel CorpCHAPTER 31. Tort creditors Walkovszky v. Carlton Radaszewski v. Telecom Corp.2. Contract creditors Kinney Shoe Corp. Polan3. Parent-subsidiary corporations OTR Associates v. IBC Services, Inc.CHAPTER 91. Financial accounting1. 1/22]#6[1/28]#7[1/29]#8[2/4]CHAPTER 101. Corporate securities2. Corporate capital structure3. Legal capital4. Limitation on distributions Klang v. Smith’s Food & Drug Centers, Inc.CHAPTER 111. Advising the entity Jesse by Reinecke v. Danforth2. Choice of entity and formation1. Creating the corporation2. Alphabet Inc., a Delaware corporation, operates Google.Review its Investor Relations site, https://abc.xyz/investor/3. Read Alphabet Inc.’s Amended and Restated Certificate ofIncorporation4. Read Alphabet Inc.’s BylawsPage 3 of 6Statutes52-5961-7981-8888-100107-11115-18MBCA§ teof Incorp.and Bylawsto be postedon CanvasMBCA§ 2.02§ 2.06§ 6.27§ 7.21§ 8.01MBCA§ 2.03

#9[2/5]#10[2/11]#11[2/12]#12[2/18]CHAPTER 121. Models of corporate governance2. The choice of state of incorporation Louis K. Liggett Co. v. Lee3. The future shape of state corporate lawCHAPTER 131. The role of corporate director2. Formalities of board action3. Governance in the modern board4. What kind of a board?CHAPTER 141. Mechanics of shareholder meetings2. Election and removal of directors3. Inspection of books and records4. Dynamics of shareholder voting5. Federal proxy regulation Long Island Railroad Co. v. BarbashRead the 2016 Proxy Statement of Alphabet Inc.1. Shareholder nomination of directors and bylaw amendments American Federation v. A.I.G., Inc. CA, Inc. v. AFSCME Employees Pension Plan2. Role of shareholders in executive pay#13[2/19]#14[2/25]CHAPTER 151. Implied federal private action for proxy fraud2. Materiality TSC Industries, Inc. v. Northway, Inc. Basic, Inc. v. Levinson Gantler v. Stephens3. Causation Mills v. Electric Auto-Lite Co. Virginia Bankshares, Inc. v. Sandberg4. Culpability in proxy fraud actionCHAPTER 161. Who qualifies as a plaintiff? Tooley v. Donaldson, Lufkin & Jeanrette, Inc. In re Fuqua Industries, I

Shlensky v. Wrigley In re Walt Disney Derivative Litigation 748 -68 MBCA § 8.30 § 8.31 #17 [3/12 ] 1. Duty of oversight Francis v. United Jersey Bank In re Caremark Int’l Inc. Derivative Litigation In re Citigroup Inc. Shareholder Derivative Litigation 769 -98 #18 [3/18 ] 1. Duty to become informed Smith v

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