Teaching the Law School Curriculum - Institute for Law Teaching ...

6 Business Associations
Choice of Entity
I teach my business associations course from a choice-of-entity perspective. I practiced corporate law in a private
firm for 15 years, and I teach to my strength in this regard. Also, I believe this is the best way to make the
connection between legal theory and practice. I begin with definitional issues, then proceed through agency and
sole proprietorships, followed by entity characteristics of partnerships, other unincorporated business associations,
and corporations. Then, within the area of corporations, I teach a variety of depth issues, including (among
others) special rules relating to close corporations and the federal securities law overlay. This is a tall order for a
one-semester, four-credit-hour course.
An Organizational Structure for Teaching Corporations
Joan Heminway, The University of Tennessee College of Law
The corporations course can be unwieldy to organize for both the professor and the students because it covers
a breadth of topics, such as agency, partnership, closely held corporations, publicly held corporations, fiduciary
duties, balance sheets, corporate finance, proxy regulation, securities regulation, insider trading, and
mergers and acquisitions. Many texts also infuse these materials with some degree of economic theory. Students
often find this range of materials difficult to organize for study purposes. The problems raised by the
scope of the course also are compounded by the fact that many corporations students have no business background
and, therefore, are unfamiliar with corporate vocabulary, concepts, values, and transactions. In light
of these problems, I have organized my corporations course around six themes that recur throughout the semester:
1. The legal consequences of failure to comply with corporate formalities
2. Fiduciary duties
3. Corporate finance
4. The lawyer’s role in negotiating value conflicts between rational business objectives, the requirements
of the law, and ethical constraints
5. The business judgment rule as a legal standard of managerial conduct
6. The doctrine of shareholder primacy
This theme approach imposes an organizational structure on the readings that brings unity and focus to the
very diverse topics covered in the course. I explain this organizational structure to my students on the first day
of class. From that point on, every case, statute, or issue covered in the course is examined in relation to one or
more of these recurring themes.
Challenges: Real-Life Context and Business Experience
Diane S. Kaplan, The John Marshall Law School (Chicago, Illinois)
A large-enrollment or required class like Business Organizations always presents the problem of figuring out
where to pitch the material so that the maximum number of students derive the maximum benefit. On one hand,
you are bound to have students in the class who were business majors in college or who are jointly enrolled in
your institution’s MBA program, or who even run their own businesses. On the other hand, it is likely that a
number of students in the classroom either have minimal interest in the subject or are taking it only because it
is required or because they fear it will be on the bar. Many in the class will have absolutely no understanding of
basic business ideas and will be under the impression they will not be able to understand the Business Organizations
course material as a result.