In the comments to my post last week on teaching fiduciary duty in Business Associations, Steve Diamond asked whether I had blogged about why we changed our four-credit-hour Business Associations course at The University of Tennessee College of Law to a three-credit-hour offering.  In response, I suggested I might blog about that this week.  So, here we are . . . .

At UT Law, we have split our Business Associations course into two courses effective as of this academic year.  The first course is a three-credit-hour basic comparative Business Associations offering, with a few "bells and whistles"–e.g., corporate finance (including M&A), securities regulation, complex and business litigation teasers–added to the back end of the course.  The second course is a two-credit-hour Advanced Business Associations course focusing on a deeper knowledge of corporate governance, corporate finance (including M&A), securities regulation, complex and business litigation.  I have wanted to take this approach to teaching the law of business associations since I started teaching UT Law's Business Associations course fifteen years ago.  Until recently, however, we did not have the resources to be able to implement it.  (As it is, I will be teaching five courses most years to enable to do this.)

There are a number of reasons why decreasing the credit-hours (and, therefore, the coverage) of the basic Business Associations course to three-credit-hours from four-credit-hours and creating a two-credit-hour Advanced Business Associations course are good ideas for us at UT Law, if we manage to do it properly (and I am not confident my first effort at the first piece of the two-part offering is a proper start).

  • Doctrinal Expansion – The volume of material that could be taught in a Business Associations course has expanded to the point that one simply cannot teach it all in one four-credit-hour offering.  Yet not every student needs to know all of this available material.
  • Specializing Students –  Those students who want to move on in business law (a small group at UT Law) should have exposure to more than a three-credit-hour course can offer.
  • Scheduling – A four-credit-hour course is harder to fit into student schedules than a three-credit-hour course, and we want to encourage students to take Business Associations, which is (obviously) not a required course at UT Law.  Two-credit-hour courses are attractive to many students and can be (relatively) easy to fit into schedules.

The descriptions of the two courses follow, for those who are interested.  They are not a model of clarity, and I am not fond of the way that UT likes us to draft our course descriptions, as a general rule.  But you'll get the idea . . . .

LAW 827 – Business Associations

3 Credit Hours

Legal problems associated with the formation, operation, combination, and dissolution of unincorporated and incorporated business firms; legal rights and duties of firm participants (principals and agents; partners, joint venturers, limited partners, limited liability partners, and members and managers of limited liability companies; and corporate shareholders, directors, and officers) and others with whom those participants interact in connection with the firm’s business, including attorneys. Introduction to legal issues in close corporations and federal law concerning corporations.

LAW 829 – Advanced Business Associations

2 Credit Hours

In-depth study of the legal issues associated with close corporations, public corporations and complex litigation to enforce the legal rights and obligations of constituents in business entities in the context of fiduciary duties, fundamental change and change-of-control transactions, federal and state disclosure obligations, securities fraud, insider trading, and related matters.

(DE) Prerequisite(s): 827.

I will be interested to see if the anticipated benefits–the pedagogical and curricular benefits we desire to achieve–are in fact achieved by this restructuring.  I hope so.  If any of you have related or otherwise relevant experiences with this part of the law school curriculum, I invite you to share them in the comments.