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Required
Recommended
(on reserve in library)
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| You will become familiar with the organization
of modern business firms and the rules to minimize conflicting interests
among firm constituents.
Our emphasis will be on corporations. We will devote
only fleeting attention to federal securities regulation and business taxation,
both covered in advanced courses in the curriculum. |
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Live
as if you are to die tomorrow, study as if you are
to live forever.
Thomas More
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Materia
is an outline of the course, with reading assignments from
the casebook, the supplement and the study guide. You'll
notice links to daily outlines you can use for class preparation
and review.
an
outline of the topics to be covered in class
a
sample problem that tests your understanding of the topics
supplemental
readings
class
notes that include questions, hypotheticals, case excerpts,
and rule/statutory provisions
Reading
the daily casebook and supplement assignments, along with
the statutes they refer to, will prepare you for class discussion. |
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| You
have been retained as counsel by Probity Investments, the
nation's largest mutual fund group! Through its many mutual
funds, Probity invests in almost every company listed on U.S.
stock markets. As counsel for Probity, you have been
asked to prepare a memorandum during the course of the semester.
Using publicly-available information from the Internet
(check Conexus - Company Filings / Company
research),
Choose a company in Probity's portfolio
-- that is, any domestic publicly-traded company (foreign
companies are not subject to the SEC proxy rules).
Propose and draft a shareholder proposal (including a
supporting statement) under SEC Rule 14a-8 for submission by Probity to
the company.
Prepare a memorandum to Probity outlining the reasons
for the proposal, as well as any procedural and substantive pitfalls you
anticipate.
Submit your memo (with proposal and supporting
statement) as an e-mail attachment to my secretary Ms.
Mickie Speas, formatted as a Word or WordPerfect document
with links to all relevant web-information. Please name
the document using your last name - for example "Smith.doc"
(1200 word maximum for memo + proposal + supporting statement).
You may want to browse some sample memos from
previous years: sample1, sample2,
sample3
The memorandum is due by close of business
on November 26, 2003. |
To
do right is noble, but to advise others to do right
is also noble and much less trouble to yourself.
Mark
Twain
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Why I give take-home assignments (and exams)
William D Henderson (Professor Indiana School of
Law), "The LSAT, Law School Exams and Meritocracy:
The Surprising and Under-Theorized Role of Test-Taking
Speed" 82 Texas L. Rev. (2004)
SSRN 465381
This Article explores the possibility that test-taking
speed is variable common to both the LSAT and actual
law school exams. The author obtained data from
a national and a regional law school and followed
the methodology of a typical LSAT validity study,
with one important exception: student performance
was disaggregated into three distinct testing methods
with varying degrees of time pressure: (1) in-class
exams, (2) take-home exams, and (3) papers. Consistent
with the hypothesis, the data showed that the LSAT
was a relatively robust predictor of in-class exams
and a relatively weak predictor on take-home exams
and papers. In contrast, undergraduate GPA was a
relatively stable predictor on all three testing
methods.
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We will use this web-based "course companion" for
many purposes.
Does using
the course outline materials help? See an
interesting study. |
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WALL STREET JOURNAL
SUBSCRIPTION
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| If you are interested, you should
consider signing up for a student subscription to the Wall Street Journal.
The subscription will help you prepare the Virtual Counsel assignment and
will provide you a daily glimpse of many topics we will discuss in class.
If you plan a business law career, it is well worth getting into
the daily habit of reading "the" Journal -- perceived by
many as the Wheaties of business champions.
To subscribe, you can order on-line (the law school's
zip code is 27109):
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U.S. NEWSPAPERS
The Wall Street Journal is read by the people who
run the country.
The New York Times is read by people who think they
run the country.
The Washington Post is read by people who think they
ought to run the country.
USA Today is read by people who think they ought to
run the country but don't understand the Washington Post.
The Los Angeles Times is read by people who wouldn't
mind running the country, if they could spare the time.
The Boston Globe is read by people whose parents used
to run the country.
The New York Post is read by people who don't care
who's running the country, as long as they do something scandalous.
The San Francisco Chronicle is read by people who
aren't sure there is a country, or that anyone is running it.
The Miami Herald is read by people who once ran another
country.
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You should want to prepare for each class.
Otherwise, you will find class discussion is mush.
I will retain the option to raise, but not lower, your final
grade based on class participation.
Final
grade:
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20% - "virtual counsel" memorandum
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80% - final exam (24-hour no-research open-book take home
- see instructions)
You can look at a Sample Exam
from a previous year. |
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