Saturday, December 8, 2007

Shouldn't Be Worrying About This, But...

This question from our Business Organizations final is still getting under my skin two days later. You don't really have to know the fact pattern to answer the question because it is completely tangential to the main problem.  The only fact you need to know is that Percy wants his private equity firm to buy out X Corp., and Karl, playing the role of Made In the USA, is upset.  The professor let us keep the exam questions, so here it is verbatim:

"Karl, president of the Widget Workers of the World union local at X's factory, is concerned that the workers at X's factory will lose their jobs if Percy's plan is implemented.  If he communicates this concern to the Board of Directors, is it relevant to their determination of how to proceed?  Can Karl communicate his statement to the shareholders in the hope that they will not tender to Percy?"

The first question didn't bother me too much.  The professor was probably looking for the idea that directors' primary duty is to the shareholders, but that they can also consider "other factors" in deciding the best course of action.  The second question is what bothers me.

After reading the second question during the exam, my first thought was "Karl has a First Amendment right to speak to anyone he wants about any topic unless it incites violence or is treasonous (among other things)."  The fucker could walk up to the shareholders on the street carrying a giant neon sign that says "DON'T TENDER TO PERCY, HE SEXUALLY TORTURES KITTENS," and the worst thing that would happen is Percy would sue him for defamation (assuming that Percy doesn't actually abuse baby cats).  Maybe the local police would ticket him for demonstrating without a permit.

Some of my classmates decided that the professor was looking for a discussion of shareholder proxy statements, which is probably true.  However, we spent every bit of 15 minutes through the entire semester covering proxy statements in class.  I'm not even sure any of the assigned cases discussed them.  I had a proxy statement section (courtesy of Legalines) in my outline, but what good is an outline when you completely miss the issue because the professor didn't teach the material (or assign any substantial reading on it) and worded the question so it sounded like Con Law version 2.0?

Before any of you say "well, you DID spend 15 minutes on it in class, so it was fair game even though it sucks"...perhaps.  We also spent a couple of weeks of class on securities fraud under 10(b)-5 of the Securities and Exchange Act, and it wasn't mentioned on the exam.  Something about this is not right.  I don't have a problem with detailed questions, but it really chaps my ass to be tested on material the course didn't cover, especially when substantial portions of course material are completely omitted.

Interestingly enough, I thought the exam went well overall.  That one question just really bothers me for some reason.

6 comments:

Guy Fawkes said...

Oh god, I can't wait to start getting hits from Google with the search string "sexual torture of kittens." It will be like the time John Roberts of Law Bitches posted a reference to silverback gorilla porn.

Phaedrus said...

Way to go, Fuckass. We're probably going to have to report this to the bar now.

Jammin06 said...

Not sure if med school is the answer either. Our prof told us on the first day of class that "anything that we've ever learned since kindergarten is fair game for the exam." Exam is on Thursday...so far I've gotten colors and numbers down, but those pesky shapes and blocks keep throwing me for a loop. Luckily there's multiple choice....

Anonymous said...

I feel on your exam ... my business associations final had one essay on partnership versus agency (fine, we spent several weeks on it, so I understand) and the other one on indemnification. While I earned a high grade, I was sad to see that all I was supposed to learn from this class was partnership/agency and indemnification. What about mergers or securities or the million other more important things we studied! I am sure you did well on the exam, but I agree with you on professors testing some odd stuff in business associations. Good luck with the rest of your finals!

Butterflyfish said...

Re: comment at my place. Yeah I saw this when you posted it -- my prof was all about the proxy so I knew it was on the exam. And boy howdy was it.

John Roberts said...

My property professor spent a month on Rule Against Perpetuities and all the different ways its handled, and there wasn't even a fucking multiple choice question dealing with ANY of it on the final. Instead, one of the essays dealt with one problem we had worked through in class for half of a class period.

Of course, I spent all my studying time on the Rule Against Perpetuities, because we had spent a ton of class time on it, and it was hard as fuck. I'm still bitter about that exam.