BUSINESS ASSOCIATIONS I

LAW 5300
Section 1B
Spring 2019

LÉCIA VICENTE
LSU Paul M. Hebert Law Center
1 East Campus Dr., Baton Rouge,
LA70803
Email: vicente1@lsu.edu
Office: 346
Telephone contacts: (email is preferred)
Office: 225-578-1764
Cellphone: 225-200-2738
Fax: 225-578-5937
Office hours: 11 am –12 pm T TH
Assistant: Madeline Babin
Room: 334
Telephone: 225-578-8272
Email: mbabin5@lsu.edu

Time & location

9.10am – 10.10am MWF
Room W230

Course description
This course gives you an overview of different forms of business entities. Specifically, it
surveys the law of corporations, limited liability companies (LLCs), partnerships,
including limited partnerships (LPs) and limited liability partnerships (LLPs). The course
will focus on legal problems and basic business issues stemming from the formation,
operation, management, and termination of those business entities. In particular, it will
cover the several steps to form a for-profit business entity. It will also strip down intricate
questions related to ownership and control. This will require an in-depth understanding
of important doctrinal issues of corporate law including corporate and contract
governance, veil piercing, fiduciary duties, the contractual design of property rights, and
contractual and tort liability in the setting of a specific form of business entity. The
coverage of these issues will be informed by the preliminary study of agency law (or
mandate), which is essential for a thorough comprehension of the legal framework of
business associations.

What to expect from this course

Students are expected to:
 Attend all classes;
 Read all the assigned readings, including the textbook, cases, statutes, and code
articles;
 Be prepared to participate in class using the assigned technology for the course
(Moodle and Turning Point).

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  Actively participate in the lecture series.
 Be respectful of differing views.
 Not to bring or use their laptops, tablets, smart watches, or any other electronic
devices as well as any other supporting documents on the day of the final exam,
unless Professor Vicente states otherwise.

Professor Vicente is expected to:

 Be available to meet outside the class (during her office hours or by appointment);
 Be respectful of differing views;
 Make efforts to enhance student learning. This includes 1) ensuring an atmosphere
of mutual respect and collaboration in the classroom; 2) using different teaching
and assessment strategies such as lectures, class discussion, problem-solving with
technology; 3) being welcoming of students’ comments and suggestions about
course content and procedure.

Course website
The website for this course is Moodle. Please make sure to familiarize with the course
page and navigate the available materials on a regular basis. If you encounter any
difficulties along the way, please contact the Instructional Technology Department. It
may be reached at media@law.lsu.edu .

Readings

Required materials

Klein, Ramseyer, & Bainbridge, Business Associations: Cases and Materials on Agency,
Partnerships, LLCs, and Corporations (10th ed. 2010) (“Text”).

Additional required materials

 Sautter, Business Associations I Supplement, latest edition, LSU PUB (“Course

Supplement”).
 Vicente, Lécia, THE HOHFELDIAN CONCEPT OF SHARE IN LIMITED
LIABILITY COMPANIES: A VIEW FROM THE COMMON AND CIVIL
LAW TRADITIONS (2018). Available at SSRN: https://ssrn.com/abstract=
 Vicente, Lécia, THE TALE OF THE SILVER FOX: THE CO-EVOLUTION OF
PROPERTY RIGHTS AND CONTRACTUAL ARRANGEMENTS IN
LIMITED LIABILITY COMPANIES (2016). Available at
SSRN: https://ssrn.com/abstract=
 In this course, we will be using the Turning Point technology – a classroom
polling software. You will need to purchase a Turning Point license. To
participate in the polling sessions, you will need to use an electronic device such
as a laptop, tablet, or smartphone. If you do not have one, please let me know
immediately. Sign in on your Moodle account and follow the required steps to
register for the Turning Point mobile app.

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Recommended Materials

The materials mentioned below are not required. Your assessment will not be based on
them. However, you may desire to do some additional reading to help you consolidate
the study of the topics from the main Text and the Course Supplement that are covered
in class.

1. WILLIAM T. ALLEN & REINIER KRAAKMAN, COMMENTARIES AND

CASES ON THE LAW OF BUSINESS ORGANIZATION, 5TH ED. 2016.
2. WILLIAM T. ALLEN & REINIER KRAAKMAN, COMMENTARIES AND
CASES ON THE LAW OF BUSINESS ORGANIZATION, 2016-2017
STATUTORY SUPPLEMENT.
3. ROBERT J. RHEE, ESSENTIAL CONCEPTS OF BUSINESS FOR LAWYERS
2E (2016).
4. DANIEL S. KLEINBERGER, EXAMPLES & EXPLANATIONS: AGENCY,
PARTNERSHIPS, AND LLCS (4th Ed. 2011).
5. ALAN R. PALMITER, EXAMPLES & EXPLANATIONS: CORPORATIONS
(8th Ed. 2015).
6. GLENN MORRIS & WENDELL HOLMES, LOUISIANA CIVIL LAW
TREATISE: BUSINESS ORGANIZATIONS. (available on Westlaw).
7. DOUGLAS M. BRANSON, QUESTIONS & ANSWERS: BUSINESS
ASSOCIATIONS (2d ed. 2011).
8. LARRY E. RIBSTEIN, JEFFREY M. LIPSHAW, ELIZABETH S. MILLER &
JOSHUA P. FERSHEE, UNINCORPORATED BUSINESS ENTITIES, 5TH
ED. 2013 (=RLEF).

Other materials
For the most part, Powerpoints and handouts for class will be posted on Moodle prior to
class.

Learning and study tips for success

 Read from the Text, other required materials, and recommended materials;
 Come to class regularly;
 Carry out the assignments;
 Solve the problems and quizzes in class with Turning Point;
 Ask questions in and out of class;
 Come to my office hours whenever you need to;
 Work the questions in the Text that cover the topics discussed in class. This will
be particularly useful for your preparation for the final exam.
 Work the sample exam questions I will distribute in class for the final exam review
session.
 Complete the final exam.

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Learning aims / outcomes:
By the end of this course, students will be able to:
 Understand basic legal concepts regarding the law of corporations, LLCs, and
partnerships, including LPs, and LLPs.
 Identify legal and business issues deriving from the operation, management, and
termination of corporations, LLCs, and partnerships.
 Understand the relationship between ownership and control in the aforementioned
business associations and how it can affect the internal affairs of a business
association (i.e. the relationships between the shareholders, the shareholders and
the management or board of directors).
 Understand the several necessary steps to form a business association, both from
a legal and business perspective.
 Understand how important doctrinal issues of corporate law are likely to impact
the performance of a business association (e.g. veil piercing, contractual
governance of the internal affairs of the company, contractual design of property
rights, contract and tort liability).
 Understand the law of agency and how it informs the law of business associations.
 Understand how civilian concepts like mandate provide a specific foundation to
the law of business associations.
 Find or create your identity as a lawyer trained in a mixed jurisdiction like
Louisiana.

Evaluation

 Assessment Overview
Final grades will be based on the final examination and class participation.

 Final Examination
The final examination will be closed-booked and absolutely no other materials are
allowed. Electronic devices are not allowed. The final examination will consist
only of multiple choice questions and true or false questions. Students will only
be tested for what has been covered in class.

 Class Participation
I reserve the right to adjust your final grade up or down by up to .3 points. This
amount of points accounts for 7.5% of the final grade. The quality of your class
participation rather than the quantity is rewarded in this class.

The following specifications apply to evaluate the quality of your class

participation. Students are expected to be present for the whole class. You must
ensure your effective and regular participation in class; come prepared to
thoughtfully discuss the topics of the lecture series; solve the problems included
in the reading assignments, and respond to the quizzes contained in the Turning
Point Quizzes (TPQs).

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Flow of Lecture Series and Assignment Schedule
Below you can find the course schedule with a listing of the course topics, readings, and
assignments with due dates. The course schedule is subject to change. The final exam
schedule may be found online. Please refer to the section “exam schedule”
available at: https://www.law.lsu.edu/academics/courseinformation/examinations/ .

Date Topic Required Readings Assignments1

(Text and Course Supplement)
JAN. M 14 Introduction to Business 1. Student 1st day of
Week 1 Associations instruction
questionnaire.
Week 1 W 16 Introduction to Agency Code Arts. 2985-2989, 2991-2992,
3010, 3012, 3016
Week 1 F 18 Form Requirements; Actual Code Arts. 2993-2997, 3008, 3019,
Authority 3020, 3022
Week 2 M 21 Martin Luther King Day (NO
CLASSES)
Week 2 W 23 Undisclosed Moodle Link: Restatement
Agency/Undisclosed Principal (Second) of Agency §§ 186, 302,
304, 310

Code Arts. 3016, 3017, 3018, 3023

Week 2 F 25 Apparent Authority Interstate Electric Co. v. Frank
Adam Electric Co.
Boulos v. Morrison
AAA Tire & Export Co. v. Big
Chief Trucking Lines, Inc.
Code Arts. 3021, 3008, 3019

Week 3 M 28 Ratification Text: 25-29 (Ratification)

Code Arts. 3008, 1843, 1844

Week 3 W 30 Agency by Estoppel Text: 29-32
Tedesco v. Gentry Development,
Inc.
Code Art. 2993

FEB. F 1 Fiduciary Duties of an Agent Text: 72-79

Week 3
Week 4 M 4 Tort Liability Text: 35-42

Blanchard v. Ogima

CNA Ins. Co. v. Nutone Corp.

Arceneaux v. Texaco, Inc.

Week 4 W 6 Termination of Agency Code Arts. 3024-3031
Week 4 F 8 Partnership Formation; Text: 83--98
Inadvertent Formation Code Arts. 2801, 2806
L.R.S. §§ 9:3401-3408
Darden v. Cox
Glover v. Sowada
Skim Sample Partnership
Agreement (Supplement p. 113)

Week 5 M 11 Partnership by Estoppel Text: 98-101 (Partnership by

Estoppel)
Gravois v. New England Ins Co.

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All other assignments are listed on Moodle.

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 Hartwick . Hartley (both
the Fourth Circuit and Supreme
Court decisions)

Week 5 W 13 Partnerships -- Management Code Arts. 2802-2809; 2814

Supplement: p. 111 (Partnership

Management Questions)

Text: 130-134; 101-107

Week 5 F 15 Partnerships – Termination, Code Arts. 2817-2835
Withdrawal, Dissolution
Week 6 M 18 Limited Partnerships Code Arts. 2836-2844
(Partnerships in Commendam) L.R.S. §§ 9:3401-3410
Text: 175-186

Week 6 W 20 Registered Limited Liability L.R.S. §§ 9:3431-3435

Partnerships
Week 6 F 22 Corporations -- Formation L.R.S. §§ 1-120, 123, 128, 201-
203, 204 comments, 205-207, 301-
303, 401, 501, 620, 621, 625
Skim Sample Articles
of Incorporation (Supplement p.
257) and ByLaws (Supplement p.
278)

Week 7 M 25 Corporations -- Formation L.R.S. §§ 1-120, 123, 128, 201-

203, 204 comments, 205-206, 301-
303, 401, 501, 620, 621, 625
Skim Sample Articles
of Incorporation (Supplement p.
257) and ByLaws (Supplement p.
278)
Text: 187-198
Week 7 W 27 Piercing the Corporate Veil; Text: 198-211
Single Business Enterprise Green v. Champion Ins. Co

MAR. F 1 Piercing the Corporate Veil; Text: 198-211

Week 7 Single Business Enterprise Green v. Champion Ins. Co

Week 8 M 4 Mardis Gras (NO CLASSES)

Week 8 W 6 Capitalization L.R.S. §§ 1-621, 603
Week 8 F 8 Capitalization L.R.S. §§ 1-621, 603
Week 9 M 11 Introduction to Management and L.R.S. §§ 1-141, 206, 701-708,
Control 720-729, 801-812, 820-826, 840-
844
Week 9 W 13 Introduction to Management and L.R.S. §§ 1-141, 206, 701-708,
Control 720-729, 801-812, 820-826, 840-
844
Week 9 F 15 Control Text: 613-632
L.R.S. §§ 1-630, 730-732, 830-
832, 842, 1001-1007, 1020-
1022, 1435-1436

Week 10 M 18 Control Text: 613-632

L.R.S. §§ 1-630, 730-732, 830-
832, 842, 1001-1007, 1020-
1022, 1435-1436
Week 10 W 20 Fiduciary Duties – Care Text: 277-296
L.R.S. §§ 1-830-832, 842
Week 10 F 22 Fiduciary Duties – Care Text: 277-296
L.R.S. §§ 1-830-832, 842
Week 11 M 25 Fiduciary Duties – Loyalty; Text: 315-325
Corporate Opportunities L.R.S. § 1-860-863, 870
Week 11 W 27 Fiduciary Duties – Loyalty; Text: 315-325
Corporate Opportunities L.R.S. § 1-860-863, 870

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Week 11 F 29 Obligation of Good Faith Text: 339-350
APR. M 1 Role and Purposes of Text: 220-225
Week 12 Corporations (Video Lecture to
be posted on Moodle)
Week 12 W 3 Louisiana Benefit Corporations L.R.S. §§ 1801-1832 (Louisiana
Benefit Corporation Statute)
Week 12 F 5 Voluntary Dissolution – L.R.S. §§ 1-1402-1409
Corporations -- Corporations
Week 13 M 8 Limited Liability Companies L.R.S. §§ 12:1301-1308, 1311-
(LLCs) 1324, 1329-1333
Text: 233-239; 247-253;253-261
Skim Form Single
Member LLC Agreement
(Supplement p. 328)
Skim Form Multiple Member LLC
Agreement (To be posted
on Moodle)

•Lécia Vicente, The Hohfeldian

Concept of Share in Limited
Liability Companies: A View from
the Common and Civil Law
Traditions, 33 Tul. Eur. & Civ.
L.F. 41 (2018) (available on
Westlaw).

•Lécia Vicente, The Tale of the

Silver Fox: The Co-Evolution of
Property Rights and Contractual
Arrangements in Limited Liability
Companies, 26 S. Cal. Interdisc.
L.J. 189 (2016) (available on
Westlaw).
Week 13 W 10 Limited Liability Companies L.R.S. §§ 12:1301-1308, 1311-
(LLCs) 1324, 1329-1333
Text: 233-239; 247-253;253-261
Skim Form Single
Member LLC Agreement
(Supplement p. 328)
Skim Form Multiple Member LLC
Agreement (To be posted
on Moodle)

• Vicente, Lécia, THE

HOHFELDIAN CONCEPT OF
SHARE IN LIMITED LIABILITY
COMPANIES: A VIEW FROM
THE COMMON AND CIVIL
LAW TRADITIONS (2018).
Available at
SSRN: https://ssrn.com/abstract=

• Vicente, Lécia, THE TALE OF

THE SILVER FOX: THE CO-
EVOLUTION OF PROPERTY
RIGHTS AND CONTRACTUAL
ARRANGEMENTS IN LIMITED
LIABILITY COMPANIES (2016).
Available at
SSRN: https://ssrn.com/abstract=

Week 13 F 12 Termination, Withdrawal, L.R.S. §§ 12:1325, 1334-1341

Dissolution -- LLCs Text: 272-276
Week 14 M 15 Termination, Withdrawal, L.R.S. §§ 12:1325, 1334-1341
Dissolution -- LLCs
Week 14 W 17 Review Session

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Course policies

 Punctuality, attendance. and participation policy

Punctuality, regular attendance, and active participation in class discussions are
prerequisites of this course. Thus, I expect you to arrive at least 5 (five) minutes before
the class starts. If you arrive after the class has started, please try to minimize class
disruption by seating on the first available seat next to the door.

In all classes you attend, you must sign the roll sheet at the beginning of the class. If you
forget to sign it, you will be considered absent. Therefore, it is your responsibility to make
sure to follow the dynamics of the class, so you document your presence effectively. If
you arrive more than 10 (ten) minutes after instruction has started, you will not be
permitted to sign the roll sheet and you will be considered absent.

According to school policy, “back signing” for the dates on which the student was not
present; signing for another student who is not present; procuring another student to sign
for a student who is not present; and signing or initialing a roll sheet to claim attendance
when the student was not actually present in the classroom or missed a substantial portion
of the class” is absolutely not allowed.

I expect you to actively participate in class by responding to the quizzes and sample-
problems with the technology assigned for this class (Turning Point), doing the reading
assignments, and asking questions about the lecture topics and materials. Moreover, you
will find it hard to follow the lecture series, learn the material and do your assignments if
you do not attend class regularly. A student who has more than seven (7) absences will
not be allowed to take the exam or receive credit for the course. Please refer to the policies
of class attendance of the Law Center, available at
https://www.law.lsu.edu/academics/codeofstudentconduct/classattendance/ .

If you are unable to attend class, it is your responsibility to check the course schedule and
ask a classmate what the next reading assignment will be. It is also your responsibility to
obtain the class notes from a classmate for the class you missed.

 Late policy
Deadlines will be rigorously enforced. Assignments are not accepted late. I, therefore,
suggest that you aim to have your assignments completed in advance of the due date just
in case there is a last-minute emergency.

 Exam deferral, rescheduling exams, and other emergencies

Regarding exam deferral “Students may defer any exam that is scheduled to occur on the
same day as any other exam. All deferral requests must be made in accordance with
procedures developed by the Law Registrar”. Please see the section “Exam deferral policy
available on the Law Center’s website
at https://www.law.lsu.edu/academics/courseinformation/examinations/ .

In respect to rescheduling exams, “A student who is unable to take an exam due to serious
illness or other extraordinary and unforeseeable circumstances may be permitted by the
Associate Dean for Academic Affairs to reschedule the exam for a later time”. Please see
the section “Rescheduling exams” on the Law Center’s webpage available at:
https://www.law.lsu.edu/academics/courseinformation/examinations/ .

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  Grade correction and review of exam papers
Please note that examinations are given and graded anonymously. Please refer to the Law
Center’s website
at: https://www.law.lsu.edu/academics/courseinformation/examinations/ .
I genuinely care about your grade. I know they are important to you. I take the necessary
time to provide you with useful feedback. Therefore, it is unlikely that I will change your
grade unless there is a mathematical or clerical error, or your grade does not conform to
what is maintained in this syllabus.

Once exams are graded and final grades are posted, students are allowed to review their
exams. I will post the instructions for reviewing exams on my office door.

 Academic integrity
You are expected to closely follow the Law Center’s principles of civility. You are also
expected to abide by the highest standards of academic integrity laid down by the Code
of Student Professional Responsibility. Integrity, accountability, and responsibility are
crucial to the work you will develop in this class. The violation of these standards
constitutes a very serious offence with highly damaging consequences. I will treat it as
such. Read thoroughly the LSU Paul M. Hebert Law Center Principles of Civility and the
Code of Student Professional responsibility available
at: https://www.law.lsu.edu/academics/codeofstudentconduct/ for a clear understanding
of expectations and the applicable penalties.

 Provision of reasonable accommodation for students

I invite all students who feel they have a need of a specific accommodation to contact me
as soon as possible so that we can discuss your accommodations and make sure your
needs are effectively addressed.

 Final exam
Any type of cooperation during the final exam will not be tolerated and will damage your
grade. Please refer to the rules regarding academic honesty and integrity referred to in the
Code of Student Professional Responsibility. If you are facing a pressing issue or
something did not go as expected from the administrative or logistical point of view, do
not contact me. Please contact the Office of the Registrar directly so that the anonymity
of your exam is guaranteed at all times.

 In the classroom
The lectures are meant to be discussion-based. As a consequence, I strongly encourage
free discussion, inquiry, and expression of your points of view. You are, however,
expected to behave and treat anyone in the classroom with absolute civility. You are also
responsible for maintaining acceptable standards of academic performance. Thus, I
expect that you do not surf the web, text or use your cellphone during class for purposes
other than participating in class with Turning Point. Most of the materials for the class
such us Powerpoints and additional required readings will be posted to Moodle prior to
class. So, you will not need to record the classroom proceedings or take pictures of the
Powerpoints, or of any other materials in the class. Still, I understand there may be a
pressing issue you may be dealing with. If this is the case, please talk to me in the
beginning of the class so that we can tackle it effectively.

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  E-mail response time
I will respond your e-mails within two business days. If you have not received a reply
from me, please assume I never received the original.

 The Code of Student Professional Responsibility (“Honor Code”)

Besides this syllabus, I strongly encourage you to carefully read and abide by the Law
Center’s Principles of Civility and the rules of the Code of Student Professional
Responsibility (“Honor Code”) on class attendance, examinations, student
responsibilities, and all other issues not specifically regulated in the syllabus. The Law
Center’s Principles of Civility and the Honor Code can be accessed online at
https://www.law.lsu.edu/academics/codeofstudentconduct/

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