Class Visit: Business Associations, Dean Andrew Dawson

Professor Dawson joined the Miami Law faculty in 2011. He received his B.A. from Williams College and his J.D. from Harvard Law School, where he was a senior editor of the Harvard Negotiation Law Review and recipient of the American Bankruptcy Institute Medal of Excellence and the Irving Oberman Memorial Award. Before joining the faculty, he was a Kauffman Legal Fellow at Harvard Law School, clerked for the Hon. Jane R. Roth, U.S. Court of Appeals for the Third Circuit, and clerked for the Hon. Peter J. Walsh, U.S. Bankruptcy Court for the District of Delaware.

His research has focused on the intersection of federal bankruptcy and labor laws, both in the corporate and municipal bankruptcy context. Labor issues have played a major role in the restructuring of corporate debtors -- for example, in the airline, coal, and manufacturing industries -- and, more recently, have been a central element in municipal insolvency. In addition to his scholarship in this field, he has served as the Reporter for the Labor and Benefits Subcommittee of the American Bankruptcy Institute's Commission to Study the Reform of Chapter 11. The ABI Commission worked for three years to study ways in which the Bankruptcy Code should be modernized to take into account the significant changes in corporate finance and corporate governance since the Code's enactment in 1978.

This course investigates the law pertaining to businesses, starting with the law of agency and partnership (with a bit of the law of limited partnerships, limited liability companies and other organizational forms thrown in), and concluding with corporate law, the goals of the course. Students are assumed to know nothing of business law, or indeed, of business itself. The course operates on the premise that all lawyers need to understand the underlying notions taught herein. There is practically no area of human interaction that does not involve notions of agency. Partnerships can be complicated endeavors, but may also include small family entities. Likewise, corporations may be very large, or very small (again, things like family corporations). One need not be a "business lawyer" to encounter the fundamentals of business law, in areas as diverse as family law, commercial law and intellectual property. Indeed, it is difficult to imagine any legal practice that is divorced from concepts of business association law. Other operative principles for the course: (a) that the law in all domains is united by a core of fundamental principles, based on basic concepts of business and economics; (b) that an understanding of those principles is best achieved by starting with relatively simple business relationships (agency, partnership) and progressing to more complex ones (corporations) and (c) that having achieved such an understanding, students will be able to analyze business problems that arise, and even new organizational forms, whether or not such problems and organizations have been studied before. Thus, although the course includes considerable analysis of individual cases and particular statutes, these are only means to a greater end: a comprehension of how the law of business associations operates overall, and why. Issues concerning regulation of business (e.g., by the Securities and Exchange Commission) and taxation of businesses are considered only in passing.

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