This is the page for Caroline Bradley’s Business Associations class at the University of Miami. The Casebook for this class is Linda O Smiddy & Lawrence A Cunningham, Corporations and Other Business Organizations: Cases, Materials, Problems, Eighth Edition, 2014.
I have moved material which was previously on this page to the Archive page.
WEEK 12: March 30-April 3 On Monday we will continue with Benihana. Please read to page 620 for Monday, and page 637 for Wednesday. For Thursday please read to page 677.
For the following week I am going to assign Chapter 14 and then we will study some material on securities regulation (you will be reading pages 845-854 and some of the material in Chapter 19 and probably one or two other cases).
March 25: This story about disputes at Wynn Resorts (NY Times. Reg required) (or you could look at this article) illustrates some of the issues we have been thinking about recently. The Board of Wynn Resorts has decided that Elaine Wynn should no longer be a director of the corporation, making allegations about her behavior. She is fighting back, writing to shareholders arguing she wasn’t guilty of the sorts of wrongdoing the Board has alleged. For example:
I had no reason to recuse myself with regards to the purchase of land adjacent to our Las Vegas property. At no time during company Board discussions of a possible land acquisition was I aware of any plan by my nephew, Andrew Pascal, to purchase that same land; the company’s charge to the contrary is a fabrication. Because I had no such knowledge, I had no reason to recuse myself from any Board discussions regarding this land. What makes the company’s false charge even more outrageous is that, on two occasions leading up to the Board’s action of removing me, I was interviewed by independent directors and told them that I had no knowledge about the land purchase, a fact they have chosen to ignore. Further, they never raised a concern about my “failure” to recuse myself from Board discussions of the land. Now, faced with the daunting task of coming up with reasons to exclude me as a director, knowing I am uniquely qualified and the most independent minded director in the boardroom, the Board has come up with reasons that are made up out of the whole cloth. This allegation is just another example of the reckless lengths to which the Board is willing to go to exclude me as a director. The absurdity is, of course, that not only did I have no knowledge of or involvement in this land deal, but any such action to help my nephew’s group would actually have been directly contrary to my own financial interests since my net worth is linked to the success of Wynn Resorts.