Business Associations

  • This Subject Area Index lists all CALI lessons covering Business Associations.
  • The Business Associations & Corporations Outline allows you to search for terms of art that correspond to topics you are studying to find suggestions for related CALI Lessons.
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Authority: Actual and Apparent

This lesson discusses the power that an agent (or apparent agent) has to affect the legal rights of the principal. In general, an agent or apparent agent may affect the principal's legal rights only to the extent that the agent possesses the authority or the power to do so. This lesson provides an introduction to the three basic types of authority -- actual authority, apparent authority, and inherent agency power.

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The Business Judgment Rule in Shareholder Derivative Litigation I: Demand Upon the Board

This lesson is the first of two designed to familiarize you with aspects of shareholders' derivative litigation and the role played by the business judgment rule. This lesson focuses on demand upon the board of directors. In most states, shareholders are required to make demand upon the board of directors before they can proceed with a derivative suit. The board's response to that demand is reviewed under the business judgment rule. This lesson will take you through the operation of the rule at this critical stage in derivative litigation.

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The Business Judgment Rule in Shareholder Derivative Litigation II: the Special Litigation Committee

This is the second of two lessons that examine aspects of shareholders' derivative litigation and the role played in such litigation by the business judgment rule. This lesson focuses on the Special Litigation Committee. It is recommended that you complete the first lesson (The Business Judgment Rule in Shareholder Derivative Litigation I: Demand Upon the Board) before beginning this one.

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The Capital Asset Pricing Model

This lesson teaches the Capital Asset Pricing Model. It begins by discussing risk and its control by diversification, and how betas measure the risk of diversified portfolios.

The lesson is designed to guide the student through the CAPM in detail as part of a Corporate Finance or Mergers & Acquisitions course. In courses that do not cover the CAPM in detail, such as Business Association courses or Securities Regulation, this lesson can be used as further study or for skimming.

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Corporate Distributions

This lesson focuses on state corporation law restrictions on distributions to shareholders. It does not cover restrictions on distributions arising from other sources, such as contractual restrictions, the law of fraudulent conveyance, or federal bankruptcy law.

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Corporate Opportunity Doctrine

This lesson examines a subset of the fiduciary obligations of directors and officers--their duty of loyalty to the corporation--the Corporate Opportunity Doctrine.

Directors and Officers have a fiduciary obligation NOT to appropriate certain business opportunities for personal gain. This lesson will set out a framework for determining (1) whether a business opportunity is a "corporate opportunity" and (2) if it is a "corporate opportunity", a procedure by which a director or officer may pursue it without risking liability.

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Delaware's Judicial Review of Board Action in Transactions Involving Corporate Control I: UNOCAL

This lesson will familiarize students with the "Unocal Doctrine", a standard of judicial review under Delaware law. The Unocal doctrine applies to a board's defensive conduct when opposing a hostile takeover and attempting to prevent a change of corporate control.

The lesson is the first of two lessons concerning Delaware's heightened standards of judicial review of board action in transactions involving control. The other lesson involves the "Revlon" and "Blasius" doctrines.

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