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Overview of course

Fall 2012
by

Justin McCrary

on 22 June 2013

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Transcript of Overview of course

Agency Law
Special Litigation
Committee
Demand
Types of Agency Relationships:
M/S or Employer/Employee
Independent Contractor--Agent
Independent Contractor--non-Agent
Basic Test for an Agency Relationship:
MBCC
M
anifestation of consent by the one (principal) that the other (agent) shall act
on
B
ehalf of the one
and subject to her
C
ontrol;
and
C
onsent of the other to be so governed
Piercing the Corporate Veil:
Basic Test
Unity of ownership or interest
Failure to pierce would promote fraud or injustice
Piercing the Corporate Veil:
Types of Pierces
Vertical pierce (to SH)
Horizontal pierce

(to sister corporation)
"Reverse" pierce (up to SH, down to corporation)
Types of
Relationships
Basic Test
Piercing the
Corporate Veil
Types of
Authority
Actual Express Authority (AEA)
Actual Implied Authority (AIA)
Apparent Authority (AA)
Ratification
Inherent Agency Power (IAP)
Binding the
Principal
Master/Servant:
bind in contract or in tort
Independent Contractor (Agent):
bind in contract
Independent Contractor (non-Agent):
cannot bind without exceptional circumstances (cf., Majestic Realty v. Toti)
Scope
Defining scope of employment:
Basic Test (but see 2nd Restatement, Section 219)
Agent acting within scope of employment if
if conduct if of type she is usually employed to perform
if it occurs within space and time limits of employment
if it is actuated at least partially by desire to serve master,

AND
if the agent's conduct involves force, the use of force was not something the master could have foreseen
Cases:
Bushey v. US; Manning v. Grimsley; Arguello v. Conoco
Principal is liable in contract if agent acting within scope of agency
Principal is liable in tort if agent acting within scope of employment
Nature of the Corporation
Corporate Debt
Shareholder Derivative Actions
Direct versus
Derivative Claims
Exercise in contract interpretation
Net Present
Value
Three Types
of Yields
Leveraged Buy outs
Who Owns It?
What is it For?
What kinds of rights
does it have?
How do you
make one?
Can you take
one over?
Whose law
governs it?
Can it serve a
public purpose?
Fiduciary Duties
The Big Four (or Three)
:
Duty of Care
Duty not to Waste
Duty of Loyalty
Duty of Good Faith
Shareholder Rights
Shareholder
Inspection
Rights
Shareholder
Proposals
The Exotic Duties:
Duty of Candor
Unocal Duty
Revlon Duty
Blasius Duty
Internal
Affairs
Doctrine

Duty of Care
Duty not to Waste
Duty of Loyalty
Duty of Good Faith
Duty of Candor
Unocal and Revlon Duties
Blasius Duty
Net Present Value
Three Types
of Yields
Fall 2012
Professor McCrary

Who Runs It?
California
Long-Arm
Statute
Business
Associations
Full transcript