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BA

This is the page for Caroline Bradley’s Spring 2014 Business Associations class at the University of Miami. The class will meet on Mondays, Tuesdays and Thursdays from 11:00 am to 12:20 pm in F209.

The assigned casebook is William A Klein, J Mark Ramseyer & Stephen M Bainbridge, Business Associations, 8th. Edition (2012). This edition of the book adds a small number of cases to those covered in the previous edition. If you can find a copy of the 7th edition and are prepared to deal with differences in pagination and the need to read some of the cases online the 7th edition would work. I am not assigning a statutes book because of the expense. However you will need to read statutes for this class. We will focus primarily on Florida and Delaware statutes in this class. I will provide links to statutes on the blog as well as details of class assignments, questions for discussion and links to additional material.

Material which appears on this page is regularly moved to the 2014 archive page.

WEEK 15: April 21-23 As we are pretending that Wednesday is a Monday this week we will have three classes. On Monday we will finish O’Hagan, look at Dirks and think about how the two cases fit together. There have been a number of insider trading cases recently which have focused on trading by one spouse based on information received from the other spouse. As an example read this Complaint in SEC v Chen.
It is worth noticing that in February 2014 in Chadbourne & Parke LLP v Troice (which I am not requiring you to read) the Supreme Court held that the SLUSA provision relating to a “misrepresentation or omission of a material fact in connection with the purchase or sale of a covered security” which is the criterion for pre-emption of a state suit should be interpreted to mean that there be a misrepresentation that is “material to a decision by one or more individuals (other than the fraudster) to buy or sell a ‘covered security’”. Justice Kennedy dissenting thought that this decision undermined O’Hagan, which has a very different view of the “in connection with” requirement.

On Tuesday and Wednesday we will talk about the themes of the course (relevant to the essay questions on the exam), deal with questions ytou may weant to ask, and discuss some past exams. We will begin with 2012, but it makes sense for you to also look at 2009 and 2008.

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