LAW44630: US Business Associations

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• The aim of this module is to provide students with an understanding of the important aspects of US law on business associations.
• Students will learn agency law and the law on partnerships and limited liability companies. Most of the module will cover US state and federal law on corporations.
• We will consider current issues in US corporate law, including issues relating to the economics of corporate law, as law and economics is an influential methodology in US corporate law scholarship.
• Advanced legal concepts intended to enhance the student's ability to engage in sophisticated comparative analysis of company law and related doctrines.
• The aim is to cover concepts relevant to the state and federal law on for-profit business entities in the US.
• The overall aim of the module is therefore to provide students with a sound grasp of core issues in the field, which can be useful for academic as well as professional work.

• This module focuses on the law on business associations in the United States.
• Its coverage includes selected issues on the following:oThe US law of agency select issues;oThe US law on partnerships select issues;oThe US law on LLCs select issues;oCorporate formation and limited liability in the US;oUS corporate law on protection of creditors;oVeil piercing in the US;oShareholder voting in the US;oDirector duties in the US, including the duties of care, loyalty and good faith in corporate law;oThe US business judgement rule;oThe US board of director duties to monitor and oversight duties;oUS law on executive compensation;oUS law on shareholder lawsuits and derivative actions;oUS federal securities law covering disclosure, issuance of securities, securities fraud, and insider trading; and

Subject-specific Knowledge:

• Students should be able to demonstrate;
• Knowledge and understanding of the relevance and methods of the law relating to corporations and unincorporated entities under US law;
• Identify the main legal and institutional features of the law governing corporations organised under the laws of the United States, as well as some legal and institutional features of partnership and LLC law.
• Detailed knowledge and understanding of selected topics of particular relevance to corporate lawyers working on matters involving US corporations.
• An understanding of current debates on various issues of corporate law and policy.

Subject-specific Skills:

• Students should be able to;
• Engage in independent analysis of a range of law;
• Develop a sensitivity to how the US federal structure affects corporations;
• Critically evaluate the views of legal commentators drawn from a range of disciplines and to adopt and defend a reasoned position on the issues explored;
• Apply their knowledge to practical cases;
• Engage in independent research on complex legal problems;
• Understand the effects or consequences of legal rules on society and on behaviour.

Key Skills:

• Students should be able to;
• Demonstrate originality in the application of knowledge, together with a practical understanding of how established techniques of research and enquiry are used to create and interpret knowledge in the discipline;
• Describe accurately and comprehensibly the arguments and analysis of other commentators; and
• Evaluate critically the arguments of others.
• Critical reflection on both academic and professional literature.

• The module will be taught by interactive seminars, supported by private study by students.
• Assessment will be one summative essay, providing students with a choice of topics. Students will be encouraged to develop confidence in formulating and articulating their own ideas and perspectives on the issues.

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