July 19, 2011
Corporations/B.A. Roundtable: The Coverage Problem and Its Solutions
Posted by Gordon Smith

My apologies for arriving late to the party. I am currently teaching Corporations in London as part of the Georgetown Summer Law Program, and finding the time to blog has been a challenge.

In reading the posts in this Roundtable, I was struck by the fact that all of them deal with coverage! While teachers of other courses face the issue of what to leave in and what to leave out, I can't think of another course in the curriculum where this issue is so prominent. (As an associate dean in charge of curriculum, I have some standing to make this claim, though I assume others would take a different view.)

The problem with business organizations is not just that there is so much law, but rather that we rely on this course to provide a general introduction to business for students who have no past experiences with business. Some schools offer a separate "business principles" course (accounting + finance) to get at this problem, but the problem persists for the business organizations course because most students don't take the business principles course. As a result, we spend time on these basic business concepts, time that could otherwise be spent on myriad doctrinal puzzles.

One way to get at the problem, described by David Millon, is to devote more time to business organizations generally. The W&L solution is to divide business organizations into two courses, one relating to closely held businesses and one relating to public corporations. While this has long been my preferred solution (it's the structure we used at Wisconsin), as David noted, only about half of the students who take the first course enroll in the second. That seems like a big miss to me, since the course on public corporations is the place where students engage many of the big policy questions relating to the role of corporations in society.

At BYU we teach Business Associations as a three-credit course, and we treat this as an overview course. Almost all of the students in the law school take the course, which is offered both semesters. When I first started teaching in this system, I argued that three credits was wholly inadequate to cover the field, and that is undoubtedly true. But this overview course is starting to grow on me. Strangely, being constrained in this way is liberating in that I don't feel any pressure to cover every doctrinal twist and turn. Instead, I feel pressure to focus on foundational concepts, which the students can use in Corporate Finance, Mergers and Aquisitions, Securities Regulation, and other advanced courses if they choose to deepen their training in business organizations.

The advantage of our system, then, is that almost all students get some grounding in the whole field, from agency law through hostile takeovers. Although some superficiality is inevitable when striving to cover that much territory, I have the sense that my students now are more fluent in the role of limited liability, the essence of fiduciary obligation, and the varied conflicts inherent in business organizations than they were when I taught more of the particulars of the doctrine. To invoke that old saw, they are seeing more of the forest by focusing less on the trees. Is it possible that less is actually more in this instance?

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