Untangling the Mystery of Teaching Business Organizations
Saint Louis University Law Journal, Vol. 59, No. 3, pp. 793-822, 2015
32 Pages Posted: 17 Jun 2016
Date Written: 2015
Drawing on over 20 years of experience, this article outlines my pedagogy for teaching Business Organizations. To help students make sense out of what initially appears to be a disorganized mess, I organize the course to loosely follow the historical evolution of business organizations. I start with the general partnership, the oldest form. After explaining how and why corporate general laws evolved in the late 19th and early 20th centuries, I transition to corporate law as it applies to big business. I start with shareholders' rights and then move to the fiduciary duties owed by the board of directors. In this section I refer to specific parts of James Stewart's nonfiction book, DisneyWar, to add more life to the material. I transition to closely held corporations, which emerged by the middle of the 20th century as an important avenue for small businesses to enjoy the corporate veil and then detail the legal problems the shareholders encounter. I end the course with the rise of limited liability companies (LLCs) the fastest growing new business organization, and to a lesser extend limited liability partnerships (LLPs). I work into the historical explanation of the LLC's rise (with a brief sketch of the significant role business tax played) an overview of the limited partnership, which is now less frequently used. I emphasize to the students that LLCs are a hybrid between corporations and partnerships, with great variation among the states, that offer the corporate veil and almost always favored partnership taxation. I also point out that publicly traded Delaware LLCs with weaker fiduciary duty protections than publicly traded Delaware corporations are starting to emerge.
Keywords: Pedagogy, Teaching, Business Organizations, Corporations, General Partnerships, Limited Liability Companies, Limited Liability Partnerships, Limited Partnerships
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