Law 633:  Business Associations

This course provides an introduction to the laws governing business entities (firms).  To conduct business, resources possessed by various people (e.g., capital, managerial skills, labor, etc.) must be pooled together.  Firms enable people to pool their resources to advance a common goal, allowing efficient utilization of these resources while preventing one person or group from exploiting others.  Business association law is about facilitating cooperation – and resolving conflict.

The course begins with an examination of the building block of firms: the agency relationship, in which one person acts on behalf of another and subject to the other's control.  We will study agency's internal governance (the rights and obligations between the agent and the person on whose behalf the agent acts - the principal), as well as agency's external governance (the rights and obligations between the agent or the principal and a third party with whom the agent interacted).

Then we proceed to study the firm: a more complex relationship in which there are multiple "principals", or co-owners.  After a survey of types of firms (the corporation, partnership, LLC, etc.), we will again consider the firm's external governance (including limited liability and veil piercing) and internal governance (which is sometimes called corporate governance). As we will see, the law for firms is based on that of agency relationships, but more elaborate and occasionally different to address the increased complexity of having multiple co-owners.

Sequence and Prerequisites:  Business Associations is the first course in the Corporate Law curriculum and has no prerequisites. It is a prerequisite for some advanced business law courses.

Evaluation:  This course is taught by multiple professors.  Each section will provide for a specific evaluation method including take-home examination or final administered exam.  Please be sure to check the semester final examination chart for specific details regarding each section.

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