Wednesday, August 20, 2014
Corporate Constitutional Themes in Survey Corporations/BA course
Fellow BLPB blogers have shared on and off line their coverage scope and strategies for Business Associations/Corporations. In thinking about how to fit in big corporate constitutional questions into a syllabus that is already jam packed with topics, this 2013 article (Teaching Citizens United v. FEC in the Introductory Business Associations Course) by Michael Guttentag at Loyola Los Angeles, provides some great suggestions. Written in a post-Citizens United and pre-Hobby Lobby era, I think his insights are broadly applicable about how corporate constitutional rights illustrate the "costs that may arise from differences between manager interests and shareholder interests, the costs that may arise from following a shareholder primacy norm, and the distinctive nature of the role of the transactional lawyer." This short (8 pages) article is worth reading to identify some opportunities to discuss these important issues in a way that illustrates difficult concepts within your existing syllabus and hopefully keep students engaged throughout the semester.
I'm afraid I disagree rather strongly: http://www.professorbainbridge.com/professorbainbridgecom/2014/08/why-i-dont-teach-citizens-united-in-business-associations-and-wont-add-hobby-lobby.html
Posted by: Stephen Bainbridge | Aug 21, 2014 1:10:46 PM
Some of the most important constitutional questions in corporate law related to the personal jurisdiction issues of corporate defendants, and in particular, recent case law on personal jurisdiction arising (or not) from parent, subsidiary and otherwise affiliated companies of the true defendant. Most recently, a 9th Circuit case discussing the absence of tag jurisdiction for corporate defendants (which might be different for an LLC treated as a partnership). http://washparkprophet.blogspot.com/2014/08/9th-circuit-holds-that-there-is-no-tag.html
Posted by: ohwilleke | Aug 22, 2014 1:40:56 PM
Thanks for this, Anne. Not much space in my BA course this fall (or any semester), but want to at least touch on Citizens United and Hobby Lobby.
Posted by: Haskell Murray | Aug 20, 2014 12:10:08 PM