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.

Business Associations

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Partnership Dissociation

This lesson deals with the dissociation of partners under the Revised Uniform Partnership Act (RUPA). It discusses the events that result in dissociation under Section 601 of the RUPA, whether dissociation is wrongful or not, and touches on the consequences of wrongful dissociation.

This is the first of three lessons dealing with dissociation and dissolution under the RUPA. The second lesson in the series discusses the causes of partnership dissolution and the Article 7 buyout right for dissociated partners when the partnership is not dissolved. The second lesson also covers liability issues that arise after the dissociation of a partner. The third lesson in the series discusses the consequences of dissolution--the winding up process and the payment of partner accounts.

Lesson Viewed

Partnership: Dissolution and the Article 7 Buyout Obligation

This lesson discusses the causes of dissolution of partnerships and the Article 7 buyout right under the Revised Uniform Partnership Act (RUPA). It also discusses the liability of a dissociated partner for partnership obligations and the liability of the partnership for the post-dissociation actions of the partner. This lesson does not deal with the causes of a partner's dissociation under Section 601 of the RUPA, except as necessary to a discussion of dissolution. Dissociation is dealt with in a separate lesson.

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Partnership: Winding Up, Partnership Accounts, and Distribution of Profits and Losses

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.

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Ratification

This lesson provides an introduction to the doctrine of ratification. The lesson will cover what ratification is, why the doctrine developed, what acts can be ratified, who can ratify, how ratification occurs, and what are the legal effects of ratification. The lesson will also introduce you (or reintroduce you) to the related doctrine of adoption.

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Section 16(b) of the Securities Exchange Act of 1934

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.

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Shareholder Appraisal Rights

Under corporate law, shareholders dissatisfied with certain extraordinary transactions, such as corporate mergers, may dissent from those transactions and require the corporation to purchase the dissenters' shares for their fair value. This lesson discusses those rights, known as dissenter's or appraisal rights. The lesson covers both Delaware law and the Model Business Corporation Act and discusses what appraisal rights are, when those rights are available to shareholders, and the procedures for enforcing appraisal rights. It does not get into the difficult questions involved in actually valuing corporate shares, and it does not discuss procedural issues that arise in appraisal litigation.

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Shareholder Derivative Actions

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.

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Shareholder Inspection Rights

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.

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