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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. The class will meet on Tuesdays and Thursdays from 9.00 am to 10.50 am in room E 352. The exam for this class will be a closed book exam.

Week 15: April 19 Tuesday’s class- our last class of the semester – will be a review session. I plan to talk about the exam, answer questions you may have, and discuss the Spring 2015 exam. I provided a diagram of this exam here. The hypothetical will be a complicated fact pattern and a significant part of what you will be doing in the exam is figuring out the implications of the facts, so I think diagramming the facts makes sense. Note that your exam will be a three hour exam this semester. If you would like to suggest topics that it would be helpful to go over on Tuesday please send me an email. If it seems to me (based on experience) that it makes sense to address the question in a larger group (i.e. you raise an issue that people generally do have) I will discuss it on Tuesday. If it seems to me that the issue you raise may be a more individual issue I will suggest that we speak/email about it directly. I will post here late on Sunday or early on Monday the issues I plan to address. Of course in the session you are welcome to ask questions.

Here is a link to the audiorecording of class on Tuesday April 19.

There will be a review session on Wednesday April 27 from 3.30 pm in E352. I have asked A/V to organize an audio recording (to which I will post a link when I get it – likely the morning of the 28th). I scheduled the session for 2 hours but it doesn’t need to take that long.

April 28: Here is a link to the audiorecording of yesterday’s review session.

As I mentioned before, differences between the class you had this semester and classes in previous semesters are partly due to issues in the news at the time (e.g. I have mentioned Foreign Corrupt Practices enforcement a few times, the VW emissions issues, other semesters there were other things going on) and partly due to the differences in the materials. This Casebook has more material relating to capital and smaller businesses, and the material on by-laws etc whereas the book I used before had more detailed material on derivative litigation and I used to have time to cover more securities regulation material. I try to write an exam that fits the course I have taught in the semester leading up to the exam.

If you would like to discuss the material with me as you review I am available either in person or by email.

Have a good weekend.

With respect to the final exam, last year (in April, so we haven’t covered some of the material that shows up in the exams yet) this is what I wrote about my earlier final exams and how they might fit with this casebook:

I said that I would look at my past exams to give you an idea of what you might usefully look at to prepare for the final. I think the 2007 exam would be useful for you to look at and I think it would be good to spend some time on this one in one of the review sessions. After this week the 2014 exam works (some of the facts were based on General Motors’ recall issues which were in the news last spring so the context is a bit different from the context right now). The 2009 exam I think fits reasonably well with what we did this semester (although we have not yet covered the material to which question 3 relates and question 4 uses quotes that were on the blog that semester which we have not focused on (note though that I do often ask a question something like question 4)). The 2005 exam raises a number of issues that relate to material we have studied. Some of the facts outlined in the 2008 exam are closer to facts of cases we read that semester than the ones we have read this semester although I think you have studied material that could be used to answer some of these questions (questions 3 and 4 to some extent are based on securities law issues we have not yet studied).

And this is what I said about statutes:

If I want you to discuss the language of a particular statute … I will provide it for the exam. I will set the facts of the question in an imaginary state of the US like Arcadia and will probably not specify that the corporations statute is the same as the Delaware statute etc. So, unless I specify what rule applies, if there’s an issue where the cases you have read suggests more than one possible answer to a question it would make sense to tell me what the options are.


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