2L-3L Upper Level Lesson Topics

This lesson provides students with an overview of the Title VII of the Civil Rights Act of 1964. Although the lesson does not assume any prior knowledge of the statute, it is nonetheless useful to test more advanced students' knowledge.

This exercise is designed to introduce the student to the "bottom line" defense rejected by the Supreme Court in Connecticut v. Teal. You should have an understanding of Teal before you start this lesson.

Here, this exercise explores the circumstances of disparate impact claims and affirmative action programs under which the "bottom line" defense usually arises and the arguments involved. The use of "bottom line" evidence, sometimes used in disparate treatment litigation, is also explained and distinguished. Some understanding of basic discrimination theory (disparate treatment and disparate impact) is helpful in understanding the lesson.

CANINE (The Complete Article Nine) is a unique set of learning materials designed to assist both law students and lawyers to be effective Article 9 practitioners. It consists of a comprehensive collection of text and interactive problems modeled after a conventional casebook or treatise.

Download a printable PDF of the book chapters (excludes the problems): PDF.

The New Ranch lesson is the successor to the Ranch lesson. As with the Ranch, the New Ranch lesson leads students through the steps necessary to perfecting a security interest under Article 9 of the Uniform Commercial Code (UCC) in a multi-state contact situation. The exercise also assists students to understand many other provisions of Article 9, including those dealing with classification of collateral and those governing the place of filing within a particular state.

This exercise is designed to give you a good working familiarity with the fixtures provisions of Revised Article 9.

These two exercises are offered to familiarize students with what prosecuting and defense attorneys do from the time an investigation begins until trial preparation and why they do it. Special attention is given to correspondence, pleadings, and the guilty plea.

These two exercises are offered to familiarize students with what prosecuting and defense attorneys do from the time an investigation begins until trial preparation and why they do it. Special attention is given to correspondence, pleadings, and the guilty plea.

This lesson provides an overview of the historical significance of the ultra vires doctrine, its subsequent decline in importance, and its modern status.

This lesson focuses on basic concepts and terminology and addresses issues contained in what are called the legal capital provisions of corporate codes. You will encounter equity capitalization, par value, capital, capital surplus and earned surplus accounts in a balance sheet.

This lesson will provide students with an introduction to the federal regulation of proxy solicitation.

This lesson is a comprehensive discussion of shareholder agreements under section 7.32 of the Revised Model Business Corporation Act (RMBCA).

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.

This lesson examines the process of incorporation by allowing students to explore some typical articles of incorporation by clicking on hot spots. The lesson provides a guided tour through the various provisions of the articles of incorporation. The lesson also looks at what happens when the incorporation process is not carried out correctly.

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

This lesson examines when a shareholder's lawsuit against a corporation is derivative and when it is direct. It also examines why this distinction is important. Then, using the provisions of the Revised Model Business Corporation Act (RMBCA), this lesson examines the procedural requirements for bringing a derivative action.

This lesson discusses cumulative voting and how it differs from straight voting. It describes the mechanics of cumulative voting—how many votes each shareholder gets, how those votes may be cast, and how the result is determined. It also illustrates how cumulative voting can go awry if shareholders are not careful. Finally, it discusses several possible ways that a majority shareholder dissatisfied with cumulative voting may try to circumvent it.

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.

This is an introduction to the sharing of profits and losses by partners in a general partnership. The lesson has three parts: (1) a general introduction to the default rules concerning how partners share profits and losses; (2) a discussion of partnership accounts; and (3) a discussion of the distribution rules applicable when a partnership is dissolved and its business is wound up.

This lesson introduces the federal and state securities laws regulating business finance. The lesson is designed for students taking Business Associations or Corporations, so the coverage is fairly basic; this lesson is not intended to be used by Securities Regulation students.

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.

This lesson provides an introduction to voting trusts and voting agreements -- what they are, how they work, and why you might choose one over the other.

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.

This lesson examines shareholder inspection rights under RMBCA Chapter 16. In particular, it examines which documents a shareholder may inspect and the requirements for a shareholder to inspect. This lesson is a good opportunity to practice your statutory reading and interpretation skills.

This lesson discusses sections 16(a) and 16(b) of the Securities Exchange Act of 1934. It begins with a discussion of the section 16(a) reporting requirement: who must file, what they must file, and when. It then proceeds with an element-by-element discussion of liability under section 16(b) for short-swing trading profits, including a brief introduction to the complexities introduced by derivative securities. It concludes with a discussion of enforcement issues: standing, limitations, and the right to attorneys' fees.