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The first four syllabi are aimed at professors who currently use one of the more popular casebooks and who want to teach the material in my book in roughly the same order they're used to. The second three syllabi are for professors who are teaching something other than a standard 4 credit, one semester course that should cover all business entities. I think the headings are self-explanatory.
Note that the text can be shortened by 10% to 15% by omitting the Background and Context Sections Note that the Federal Securities materials consist of about 42 pages in total, primarily in Chapters 6 and 7
If you use Klein, Ramseyer, and Bainbridge, try this: Chapter 4. Agency Chapter 18. Partnerships Chapter 5. The Incorporation Process Section A Promoter Liability Chapter 8. Getting Money to Creditors When the Corporation Can't Pay Chapter 15. Shareholder Governance Powers: Paradigms and Public Companies, Section C. Shareholders' Power to Redress Harm to the Corporation Chapter 10. Restrictions on the Board's Power Chapter 19. Limited Liability Companies Chapter 11. The Duty of Loyalty of Directors (and Officers) Chapter 12. The Duty of Care of Directors (and Officers) Chapter 13. Standards of Review of Board Actions Chapter 6. Capital Formation, Section B. Federal Securities Regulation Chapter 7. Cashing Out: Distributing Money to Shareholders, Section C. Federal Securities Regulation Chapter 13. Standards of Review of Board Actions, Section D. Amelioration of Liability for Violations of Fiduciary Duties, Subsection 3. Indemnification by the Corporation Chapter 15. Shareholder Governance Powers: Paradigms and Public Companies, Section D. Federal Securities Regulation Chapter 15. Shareholder Governance Powers: Paradigms and Public Companies, Section B. Shareholders' Rights to Information Chapter 16. Shareholder Governance Questions Most Often Seen in the Privately Held Corporation Chapter 17. Change of Control Chapter 6. Capital Formation, Section A. Financing: Getting Money into the Business
If you use Hamilton & Macey, try this: Chapter 1. Practicing Corporate Law Chapter 4. Agency Chapter 18. Partnerships Chapter 19. Limited Liability Companies Chapter 2. Business and Businesses Chapter 5. The Incorporation Process Chapter 8. Getting Money to Creditors When the Corporation Can't Pay Chapter 6. Capital Formation Chapter 7. Cashing Out: Distributing Money to Shareholders, Section A. Making a Profit Part I: Dividends Chapter 9. How Corporations Take Actions Section A. The Board of Directors Chapter 16. Shareholder Governance Questions Most Often Seen in the Privately Held Corporation Chapter 9. How Corporations Take Actions Section B. Officers Chapter 10. Restrictions on the Board's Power Chapter 15. Shareholder Governance Powers: Paradigms and Public Companies Section A. Shareholders' Power to Take Action Chapter 14. Do the Restrictions Work? Chapter 15. Shareholder Governance Powers: Paradigms and Public Companies Section D. Federal Securities Regulation Chapter 12. The Duty of Care of Directors (and Officers) Chapter 11. The Duty of Loyalty of Directors (and Officers) Chapter 13. Standards of Review of Board Actions Chapter 7. Cashing Out: Distributing Money to Shareholders Section C. Federal Securities Regulation Chapter 13. Standards of Review of Board Actions Section D. Amelioration of Liability for Violations of Fiduciary Duties Subsections 3. Indemnification by the Corporation and 4. Insurance Chapter 17. Change of Control Chapter 15. Shareholder Governance Powers: Paradigms and Public Companies Section B. Shareholders' Rights to Information
If you use O'Kelley & Thompson, try this: Chapter 2. Business and Businesses Chapter 20. Choice of Entity Chapter 4. Agency Chapter 18. Partnerships Chapter 5. The Incorporation Process Section B. Choice of Jurisdiction Chapter 6. Capital Formation Chapter 15. Shareholder Governance Powers: Paradigms and Public Companies Section A. Shareholders' Power to Take Action Chapter 16. Shareholder Governance Questions Most Often Seen in the Privately Held Corporation Section A. Self-Imposed Restrictions on Shareholder Governance Rights Chapter 9. How Corporations Take Actions Section A. The Board of Directors Chapter 11. The Duty of Loyalty of Directors (and Officers) Chapter 12. The Duty of Care of Directors (and Officers) Chapter 13. Standards of Review of Board Actions Chapter 15. Shareholder Governance Powers: Paradigms and Public Companies Section C. Shareholders' Power to Redress Harm to the Corporation Chapter 16. Shareholder Governance Questions Most Often Seen in the Privately Held Corporation Section B. External Restrictions on Shareholder Governance Rights Chapter 19. Limited Liability Companies Chapter 7. Cashing Out: Distributing Money to Shareholders Chapter 8. Getting Money to Creditors When the Corporation Can't Pay Chapter 5. The Incorporation Process Section A. Promoter Liability Chapter 17. Change of Control [Not Section D] Chapter 15. Shareholder Governance Powers: Paradigms and Public Companies Section B. Shareholders' Rights to Information Section D. Federal Securities Regulation Chapter 17. Change of Control Section D. Federal Securities Regulations Chapter 7. Cashing Out: Distributing Money to Shareholders Section C. Federal Securities Regulation
If you use Bauman, Palmiter & Partnoy, try this: Chapter 2. Business and Businesses Chapter 3. Economics Section A. Risk Section C. Making Economic Decisions Chapter 5. The Incorporation Process Section B. Choice of Jurisdiction Chapter 10. Restrictions on the Board's Power Chapter 20. Choice of Entity Chapter 5. The Incorporation Process Section A. Promoter Liability Section C. Incorporation Mechanics Chapter 3. Economics Section D. Accounting Section B. Valuation Chapter 6. Capital Formation Section A. Financing: Getting Money into the Business Chapter 7. Cashing Out: Distributing Money to Shareholders Section A. Making a Profit Part I: Dividends Chapter 6. Capital Formation Section B. Federal Securities Regulation Chapter 8. Getting Money to Creditors When the Corporation Can't Pay Chapter 9. How Corporations Take Actions Chapter 15. Shareholder Governance Powers: Paradigms and Public Companies Section A. Shareholders' Power to Take Action Section B. Shareholders' Rights to Information Section D. Federal Securities Regulation Chapter 12. The Duty of Care of Directors (and Officers) Chapter 11. The Duty of Loyalty of Directors (and Officers) Chapter 13. Standards of Review of Board Actions Chapter 15. Shareholder Governance Powers: Paradigms and Public Companies Section C. Shareholders' Power to Redress Harm to the Corporation Chapter 7. Cashing Out: Distributing Money to Shareholders Section C. Federal Securities Regulation Chapter 17. Change of Control Chapter 16. Shareholder Governance Questions Most Often Seen in the Privately Held Corporation Section A. Self-Imposed Restrictions on Shareholder Governance Rights Chapter 7. Cashing Out: Distributing Money to Shareholders Section B. Making a Profit Part II: Sale of Stock by Shareholders Chapter 16. Shareholder Governance Questions Most Often Seen in the Privately Held Corporation Section B. External Restrictions on Shareholder Governance Rights
For a 3 Credit introductory course
Chapter 1. Practicing Corporate Law Chapter 3. Economics Chapter 4. Agency Chapter 5. The Incorporation Process Chapter 6. Capital Formation Chapter 7. Cashing Out: Distributing Money to Shareholders Chapter 8. Getting Money to Creditors When the Corporation Can't Pay Chapter 9. How Corporations Take Actions Chapter 11. The Duty of Loyalty of Directors (and Officers) Chapter 12. The Duty of Care of Directors (and Officers) Chapter 13. Standards of Review of Board Actions Chapter 15. Shareholder Governance Powers: Paradigms and Public Companies Chapter 16. Shareholder Governance Questions Most Often Seen in the Privately Held Corporation Chapter 18. Partnerships Chapter 19. Limited Liability Companies Chapter 20. Choice of Entity
For a 3 Credit course on Corporations only Chapter 1. Practicing Corporate Law Chapter 2. Business and Businesses Chapter 3. Economics Chapter 5. The Incorporation Process Chapter 6. Capital Formation Chapter 7. Cashing Out: Distributing Money to Shareholders Chapter 8. Getting Money to Creditors When the Corporation Can't Pay Chapter 9. How Corporations Take Actions Chapter 10. Restrictions on the Board's Power Chapter 11. The Duty of Loyalty of Directors (and Officers) Chapter 12. The Duty of Care of Directors (and Officers) Chapter 13. Standards of Review of Board Actions Chapter 14. Do the Restrictions Work? Chapter 15. Shareholder Governance Powers: Paradigms and Public Companies Chapter 16. Shareholder Governance Questions Most Often Seen in the Privately Held Corporation Chapter 17. Change of Control
For a 3 Credit + 2 Credit sequence 3 Credit introductory course, focus on private corporations (no Federal securities regulation) Chapter 1. Practicing Corporate Law Chapter 3. Economics Chapter 4. Agency Chapter 5. The Incorporation Process Chapter 6. Capital Formation (Omit Federal securities regulation materials) Chapter 7. Cashing Out: Distributing Money to Shareholders (Omit Federal securities regulation materials) Chapter 9. How Corporations Take Actions Chapter 11. The Duty of Loyalty of Directors (and Officers) Chapter 12. The Duty of Care of Directors (and Officers) Chapter 13. Standards of Review of Board Actions Chapter 15. Shareholder Governance Powers: Paradigms and Public Companies (Omit sections A.2.b, C, and D) Chapter 16. Shareholder Governance Questions Most Often Seen in the Privately Held Corporation
2 Credit course advanced course, focus on public corporations Chapter 2. Business and Businesses Chapter 6. Capital Formation (Federal securities regulation materials only) Chapter 7. Cashing Out: Distributing Money to Shareholders (Federal securities regulation materials only) Chapter 8. Getting Money to Creditors When the Corporation Can't Pay Chapter 10. Restrictions on the Board's Power Chapter 14. Do the Restrictions Work? Chapter 15. Shareholder Governance Powers: Paradigms and Public Companies (Sections A.2.b, C, and D only) Chapter 17. Change of Control Chapter 18. Partnerships Chapter 19. Limited Liability Companies Chapter 20. Choice of Entity |
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