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 8: March 2-6:At the end of class on Wednesday February 25 I invited you to focus on the paragraph at the foot of page 354 of the casebook, which makes it clear that the Board of Directors acts as a collective entity: the powers to manage the corporation’s business are given by the statute to the Board rather than to individual directors and the Business Judgment Rule presumption that the Board acts properly is a presumption with respect to Board action rather than to action of individual directors.
On Monday we will begin with the material on officers. Please also read to page 408. For Wednesday please read to page 444 and for Thursday to page 462.
Mar. 2: We have seen that corporations are sometimes treated as persons for the purposes of rules that refer to persons and sometimes not. Last week in In Re Dole Food Inc. Stockholder Litigation Vice Chancellor Laster held that an expert witness must be a biological person:
Only a biological person can gain knowledge, skill, experience, training, and education, and only a biological person can learn to apply principles and methods. Corporations may be said colloquially or metaphorically to have attributes or abilities, but only because biological people have them and deploy them on the corporation‟s behalf. If the biological people leave, the corporation‟s competence departs with them. The expertise belongs to the individuals, not the corporation.