The Business Associations Supplement 2016 for use with Palmiter & Partnoy Corporations, Second Edition

The Business Associations Supplement is designed for use in law school courses in which Palmiter & Partnoy, Corporations, Second Edition, has been adopted as the main text. The Supplement adds essentially six categories of materials. 1. Agency, partnerships, and limited liability companies. Palmiter & Partnoy does cover agency, partnerships, and limited liability companies. But, as the title implies, the agency, partnerships, and limited liability companies coverage is thin. This supplement expands the coverage from "corporations" to the full spectrum of "business associations" or "business organizations." 2. Problems and exercises. Reading and discussing the course material is not enough. Students learn by doing. The problems and exercises provide you with something to do. The doing of it engages you with the materials. The problems include statute-readers, case-readers, and document readers. These are not the unanswerable queries of law school discourse. They have answers. (Well, most of them.) But if you merely read the materials and then try the questions, you will usually find that you don't yet know the answers. The "reader" problems require that you go back to the materials, find the right passage, and apply it. The practice problems in this Supplement present fact-rich and concrete scenarios. These problems put you at a specific time and place and ask that you decide, as lawyers must, what to do. 3. Fundamental documents. The Supplement includes the Certificate of Incorporation and Bylaws of Facebook, Inc., along with some of Facebook's recent financial statements. It also includes the Articles of Organization and Operating Agreement for a generic LLC. You will need these documents for some of the problems and exercises. 4. Recent cases and materials. Casebooks typically go through a new edition only once every three or four years. The extraordinary flexibility offered by CreateSpace on Amazon makes it possible to revise this Supplement every year, adding currency. 5. Entities, entity disregard, and entity thinking. These are some topics not covered in Palmiter & Partnoy that I find of interest. Your teacher may or may not agree. 6. Alternative edits. This Supplement contains my re-edits of some of the cases in Palmiter & Partnoy. In some instances, Palmiter & Partnoy omitted facts or aspects I needed to raise different issues. In other instances, I felt they included too much. (Generally speaking, I don't think edited cases should exceed about four pages.)