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 generalized application.
• Cut cases deeply (except the facts)
  • 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 or problem sets to develop the intuition. 

Strategies

A few choices are worth explaining. I don't discuss derivative suits and other shareholder litigation procedural issues until after the section on fiduciary duties. I find it makes sense to teach how a shareholder is suing after they know why a shareholder might be suing.

I put "Corporations in Society" after most of the substantive law on corporations. There are two reasons for this. First, it allows us to revisit many of the topics we've discussed and have a more intelligent debate when we get there. Second, it's lighter material so presenting it when they are just stressing out before finals makes my students hate me less. Most course books cover this as a way of introducing corporations.

Contact Info

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

I am happy to share my slides and an answer book for all the problem sets.

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

If you do use it, please let me know. I'd love to hear what works and what could be improved.

A few tips for stealing efficiently:

• If you want to download it and modify it in Word, use the "export" button
• If you want to use the H2O software
  • Hit the "clone" button on the right. That will let you remix this into your own book
  • There are a lot of glitches. I'm happy to talk you through what I've found. For example, we learned that if you correct a misspelling but then elide the corrected text, the printed version will have the corrected word just floating out in space. It took us forever to figure where these were coming from. Happy to share other tips like this
  • You can revise after you publish. Publishing needn't be a one time thing.
  • If you want your draft to appear in search results, you need to verify your professor email with H2O.

Some potential uses for AI-enhanced education:

• Assign students to use AI to summarize the reading in advance. Then have them submit the summary with three corrections or missed nuances. This trains them to use AI, helps them understand the major concepts before reading, and teaches them to read closely. It also gives them a sense of the types of things AI will miss.

• Export the casebook and use it to train an AI model. This can be done without any technical expertise by going to: https://chatgpt.com/gpts and clicking "create" in the top right corner. A creation wizard will walk you through the process.

• If that last step is daunting, use this pre-made bot I've created based on the book. https://chatgpt.com/g/g-SNXBDqFM6-business-law-professor. It is trained to guide students to the answer, rather than answer directly. It is talented at generating practice exams.

• Create AI clients with a variety of issues, assign students to counsel them and submit the transcript. Here's an example with Mrs. Meeks from the agency section. I assign students to do a client counseling interview and submit the transcript.

   

• Have AI generate hypos for class by copying the reading into a chat bot.

• Have AI generate problem sets that you work through in class, possibly with laptops closed.

• Have AI generate practice scenarios. This GPT works quickly and generates realistic scenarios for free. https://chatgpt.com/g/g-MWE3e75Wi-courtroom5-law-student-assignment-designer.

• Have students upload the reading into NotebookLM, then generate a podcast, mind map, quizzes or flashcards and send a screenshot of the results for pass / fail credit. (Google NotebookLM | AI Research Tool & Thinking Partner). This is particularly helpful for sections with lots of new vocabulary, like the introductions to corporate finance and the introduction to the stock market.

• Have AI critique your lecture notes. Ask it to add innovative teaching methods or games.

This edition updates for SB 21's changes to books and records and DGCL 144. It adds sections for the duty of candor and derivative litigation. And it expands on M&A (structuring, appraisal) and corporate dissolution. There are also many clarifying and copyediting changes.

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: