This is the first in a series of three lessons on limited liability companies. It provides a comparative overview of unincorporated entities such as sole proprietorships, partnerships, and limited liability companies (LLCs), and incorporated entities including S and C corporations.
Read moreThis lesson reviews the definition of "director's conflicting interest transaction" in Subchapter F of chapter 8 of the Revised Model Business Corporation Act. It focuses on the definition and does not discuss judicial review of director's conflicting interest transactions under Subchapter F. That is dealt with in a companion lesson, Judicial Review of Director's Conflicting Interest Transactions under the Model Business Corporation Act.
Read moreThis lesson examines shareholder inspection rights under RMBCA Chapter 16. In particular, it examines which documents a shareholder may inspect and the requirements for a shareholder to inspect. This lesson is a good opportunity to practice your statutory reading and interpretation skills.
Read moreThis is an introduction to the sharing of profits and losses by partners in a general partnership. The lesson has three parts: (1) a general introduction to the default rules concerning how partners share profits and losses; (2) a discussion of partnership accounts; and (3) a discussion of the distribution rules applicable when a partnership is dissolved and its business is wound up.
Read moreThis lesson introduces the student to the management and financial rights of partners of an ongoing partnership. Other lessons cover the information and indemnification rights of partners and the rights of partners during the process of dissolving a partnership. Before starting this lesson, students should have completed the basic lessons on partnership formation.
Read moreThis lesson provides an introduction to the doctrine of ratification. The lesson will cover what ratification is, why the doctrine developed, what acts can be ratified, who can ratify, how ratification occurs, and what are the legal effects of ratification. The lesson will also introduce you (or reintroduce you) to the related doctrine of adoption.
Read moreThis lesson tries to explain Coasean irrelevance (which is often known as the "Coase Theorem").
Read moreThis lesson introduces the federal and state securities laws regulating business finance. The lesson is designed for students taking Business Associations or Corporations, so the coverage is fairly basic; this lesson is not intended to be used by Securities Regulation students.
Read moreThis lesson will provide students with an introduction to the federal regulation of proxy solicitation.
Read moreThis is the first of a series of lessons dealing with issues concerning how a corporation raises the money it needs to operate its business. This lesson focuses on the types of securities a corporation may issue (debt and equity) and the reasons it may choose one or the other. The lesson also introduces students to the difference between common and preferred shares and identifies differences in the approaches of Delaware and of the Model Business Corporation Act. After completing the lesson, the student should know: 1. What a corporate security is; 2.
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