Corporations — This course primarily addresses organization and operation of commercial organizations in the Anglo-American community. Preliminarily, sole proprietorships and partnerships are considered, after which corporations-for-profit are emphasized with some attention to business trusts and non-profit corporations. In the corporate context, duties of promoters, directors, officers, and other insiders are considered. Availability in the U.S. of the derivative action is treated in terms of both unincorporated and corporate forms of organization. Also treated are the basics of securities regulation at the federal and state levels in the U.S. and the provincial level in Canada.
Sales —Article Two of the Uniform Commercial Code is an integrated body of statutory law that prescribes the rights and obligations of parties involved in transactions in goods. Although we will review general principles of contract law and contrast them with the approach adopted in Article Two, this course emphasizes the special techniques of statutory construction utilized in interpreting a code as opposed to an isolated statute. Classroom discussion is devoted almost exclusively to developing analyses of written problems distributed to the students in advance of the class. The problems require students to fashion arguments based on the statutory language. The problems also require students to develop an understanding of the legal and commercial context based on the assigned readings, and then to interpret the statutory language in light of this context. The course topics are: code methodology (including the history and jurisprudence of Article Two), contract formation and interpretation, performance obligations, breach and remedies.
Secured Transactions —This course deals with the creation, enforcement, and priorities of personal property security interests under Article 9 of the Uniform Commercial Code and related statutes. It addresses: (a) encumbrances on consumer, commercial, and industrial goods, (b) inventory and receivables financing for manufacturers, distributors, and dealers, and (c) personal property agricultural financing. Relevant provisions of other Articles of the UCC and other state and federal statutes are integrated into the course as required.
Agricultural Law — This course will introduce students to the range of current and emerging issues that confront agricultural producers, agri-business firms, and other segments of that broader sector of the economy referred to as the "food industry." The course will address a variety of issues including the history and objectives of agricultural policy, land use planning for agricultural activities, resource use and allocation, industrialization in the agricultural sector, intergenerational transfers of farm businesses, international trade, and ethical issues that confront practitioners.