Goals

The goal of this book is to provide a free, flexible platform for you to build a course. Cut it up as you please. I am happy to share my slides, syllabus and test materials with you, whether or not you are using this book.

Our approach:

• Assume complete ignorance.
• Speak informally and directly. Many students start with an emotional barrier to this subject matter, expecting to struggle. We speak informally to make the subject more approachable.
• Begin with the most intuitive concepts and progress to less intuitive material.
• Start with concrete, relatable scenarios and grow into theory and general applications.
• Cut cases deeply
  • If it is not relevant to the principle we are teaching that day, we cut it. 
  • We try to teach only one concept at a time and trim other concepts for other lessons. 
  • We leave enough facts for (most) cases to stand on their own.
• The goal for each principle is isolation, manipulation, repetition then combination. 
• Focus on application and problem sets
  • One case to teach the rule, ten case summaries to develop the intuition. 

Contact Info

For other materials or comments contact Paul Weitzel, University of Nebraska-Lincoln. paul.weitzel@unl.edu. 

Take what you need. Repurpose it as you like. Go help your students.

New sections of this book include venture capital, M&A appraisal, limited liability companies, alternative partnerships, derivative litigation and nonprofit entities. They're fine.

Welcome to Business Associations! We understand that many of you are not excited about business and may be taking this solely to help with the bar. We get that. This book assumes complete ignorance. If you put in the work, you will be fine.

But we do ask that you keep an open heart. Because this field is amazing.

Think for a moment about what we create. We coordinate and cooperate to build wonders— skyscrapers, iPhones and photovoltaic plates that channel the power of the sun to let me watch cat videos in high def.

Business associations is the law of how we work together. We will learn how to organize, gather resources, divide up the spoils and (importantly for our profession) sue each other when things go sour.

But as corporate behemoths gain more power to create, they also gain power to distort our society. What is the role of corporations in our society? Should corporations focus only on profits or can they consider other values? What if those values are religious? What about values that reduce their profits?

And what acts are permissible in chasing those values? Should a gun manufacturer be allowed to voice its view on gun laws? Should a hospital? And if corporations are a legal fiction, what does it even mean to say a corporation is speaking?

This course will cover all those questions, largely through the lens of an entrepreneur opening a bicycling shop. We hope you enjoy this topic as much as we do.

There are different ways to legally organize a business. If you want to form a partnership, you will use one set of laws. If you want to form a corporation, that is a different set of laws. It can be tricky at first to remember which set of laws apply to the entity you want. For now, just know that each entity type has its own set of rules.

And that's a good thing. Not every business has the same goals and strategies. Some folks may want a governance structure that makes it easy to raise money (that's a corporation). Others may want a governance structure that encourages everyone involved to be loyal to each other (that's a partnership). We have a variety of entity types because folks have different preferences. Each entity type has its own set of rules, which have different pros and cons. 

Business organizations are primarily governed by state law, and the law for each type of organization is typically in different sections of the state code. Because state laws vary, in this course we will use the applicable restatement and the model rules for each entity types. The only exception is corporate law. For corporate law we will also use Delaware law because most large companies are organized under Delaware law.

Here is a cheat sheet for finding which law applies and tracking down abbreviations: