business associations

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Hat tip to friend-of-the-BLPB Tom Rutledge for this.

On December 31, 1600, Queen Elizabeth granted a charter to the East India Company, accurately described by Tom as “the granddaddy of business associations.” You can find the brief HISTORY.com accounting here. A longer article on the HISTORY.com site, authored by Dave Roos, can be found here. The first paragraph follows.

One of the biggest, most dominant corporations in history operated long before the emergence of tech giants like Apple or Google or Amazon. The English East India Company was incorporated by royal charter on December 31, 1600 and went on to act as a part-trade organization, part-nation-state and reap vast profits from overseas trade with India, China, Persia and Indonesia for more than two centuries. Its business flooded England with affordable tea, cotton textiles and spices, and richly rewarded its London investors with returns as high as 30 percent.

As I prepare to teach Business Associations again in the spring semester, it is sobering to be reminded that, even as the law of business associations continually evolves, the form and function are not new. Also, the concept that the private firm and government can serve–and has served–the same and…

Over at The Conglomerate, Usha Rodrigues says, “Larry Ribstein was wrong.” Usha argues that she’s right to teach LLCs at the end of the course, and Larry was of the mind that LLCs should play a more prominent role in the business entities course.  

For my teaching, I’m with Larry on this, though I am also of the mind that Usha (and other teachers) may have different goals, so taking another tack is not wrong.  I’m pretty sure we’re all better teachers when we are true to ourselves and our thinking.  For me, anyway, I am, without a doubt, at my worst in the classroom (and probably out) when I try to mimic someone else. 

So here’s how Usha explains her thinking:

I don’t leave LLCs til the end of the semester because I think they’re unimportant.  It’s because the cases are so damn thin.  It’s still such a new form, I just don’t see much there there.  Most of them wind up being trial courts who read the statute in completely stupid ways.  Blech.

So I teach corporations and partnerships emphasizing fiduciary duty, default vs. mandatory rules, and the importance of the code.  In fact,

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At West Virginia University College of Law, we started classes yesterday, and I taught my first classes of the year: Energy Law in the morning and Business Organizations in the afternoon.  As I  do with a new year coming, I updated and revised my Business Organizations course for the fall.  Last year, I moved over to using Unicorporated Business Entities, of which I am a co-author.  I have my own corporations materials that I use to supplement the book so that I cover the full scope of agency, partnerships, LLCs, and corporations.  So far, it’s worked  pretty well.  I spent several  years with  Klein, Ramseyer and Bainbridge’s Business Associations, Cases and Materials on Agency, Partnerships, and Corporations (KRB), which is a great casebook, in its own right.

I did not make the change merely (or even mostly) because I am a co-author. I made the change because I like the structure we use in our book. I had been trying to work with KRB in my structure, but this book is designed to teach in with the organization I prefer, which is more topical than entity by entity.  I’ll note that a little while ago, my co-blogger Steve…