Spring 2015 Archive
BA Exam Spring 2015 (Spring 2015 BA Exam diagram) (BA Exam Spring 2015 Memo)
WEEK 15: April 20-24 On Monday we will discuss insider trading: Chiarella, Materia, Dirks and O’Hagan. On Wednesday we will focus on review: if you already know that what questions you think it would be useful for me to discuss on Wednesday please let me know before Wednesday – we may be able to address questions more effectively with some advance planning (email is good). And if you have questions you would like to ask me individually or in small groups you can ask me by email or we can meet. I have meetings at lunchtime every day next week but I will be available to meet with you at other times (at the moment I am free Monday before 12.30 and after 3.30, Tuesday after 2.00, Wednesday 10-12.30, Thursday before 12.30 and 2-4.30, and Friday before 11 and after 2pm. – email me if you would like to make an appointment).
We will have a review session on Friday at 11 am in Room F 309.
Some people have been asking me questions about statutes and the exam. Because I did not assign a statutes book this semester you have mostly seen the statutes through the cases. We did spend time discussing some of the statutes listed here (we looked at some in more detail than others). If I want you to discuss the language of a particular statute (for example one on this list) I will provide it for the exam. I will set the facts of the question in an imaginary state of the US like Arcadia and will probably not specify that the corporations statute is the same as the Delaware statute etc. So, unless I specify what rule applies, if there’s an issue where the cases you have read suggests more than one possible answer to a question it would make sense to tell me what the options are.
April 20: Here are my notes on the hypo.
WEEK 14: April 13-17 On Monday we we will finish Chapter 14 and then we will begin to think about securities regulation. Please read pages 845-854 of the Casebook and Robinson v Glynn (4th Cir. 2003) for Monday. For the rest of the week please read Chapter 19.
April 12: I said that I would look at my past exams to give you an idea of what you might usefully look at to prepare for the final. I think the 2007 exam would be useful for you to look at and I think it would be good to spend some time on this one in one of the review sessions. After this week the 2014 exam works (some of the facts were based on General Motors’ recall issues which were in the news last spring so the context is a bit different from the context right now). The 2009 exam I think fits reasonably well with what we did this semester (although we have not yet covered the material to which question 3 relates and question 4 uses quotes that were on the blog that semester which we have not focused on (note though that I do often ask a question something like question 4)). The 2005 exam raises a number of issues that relate to material we have studied. Some of the facts outlined in the 2008 exam are closer to facts of cases we read that semester than the ones we have read this semester although I think you have studied material that could be used to answer some of these questions (questions 3 and 4 to some extent are based on securities law issues we have not yet studied).
I am to post a memo on the hypo I provided a few weeks ago here by tomorrow lunchtime.
April 8: Reading an article by Jan Deutsch on Weinberger v UOP I was struck by this statement:
The clearer and more uniform a rule is, the more easily it is regarded as a formality that can justifiably be manipulated so long as compliance with its explicit formulation is maintained
We have read a number of decisions this semester where the legal rules were expressed in a way that was not very clear. Does the statement explain why that is? At the same time we have seen a lot of references to the idea that the courts shouldn’t interfere in business decision-making too much. Do the cases we have read strike the right balance between the two sets of concerns (avoiding only formal compliance and not interfering too much with business decision-making)?
In Kahn v M&F Worldwide (Delaware Supreme Court 2014)(you are not required to read the decision) the court held that a merger conditioned by a controlling stockholder on two procedural protections:
(1) negotiations carried out by an independent and fully empowered committee that fulfills its duty of care and acts in a way that replicates an arm’s length transaction and
2) uncoerced informed majority of the minority shareholder approval
will be reviewed according to the business judgment standard.
WEEK 13: April 6-10 On Monday we will begin with the corporate opportunities and then move on to the material in Chapter 12 – please read all of Chapter 12 for Monday. For the rest of the week please read Chapter 14 (to page 792 for Wednesday’s class).
April 2: Lumber Liquidators and risk management.
SEC enforcement: “The Securities and Exchange Commission today charged the former CEO of Silicon Valley-based technology firm Polycom Inc. with using nearly $200,000 in corporate funds for personal perks that were not disclosed to investors”:
The SEC alleges that Andrew Miller created hundreds of false expense reports with bogus business descriptions for his personal use of company dollars to pay for meals, entertainment, and gifts. Furthermore, he used Polycom funds to travel with his friends and girlfriend to luxurious international resorts while falsely claiming the trips were business-related site inspections in advance of company sales retreats. Miller hid the costs by directing a travel agent to bury them in fake budget line items. In 2012 alone, Miller charged Polycom for more than $115,000 in personal expenses despite publicly reporting that he received less than $35,000 in perks that year.
April 1: On the issue of shareholder litigation and what the rules should be, the Council of the Corporation Law Section of the Delaware State Bar Association has proposed amendments to the DGCL which would ban fee-shifting by-laws for for-profit Delaware corporations (if you are interested, the Skadden memo the link takes you to has a link to the text of the proposals – you are not required to read them). Fee-shifting would discourage shareholder suits by imposing a financial risk with respect to the failure of a lawsuit on the shareholder. This is not the first time such a proposal has been made – a DLA Piper memo describes the proposal as controversial, and this JD Supra news story includes criticisms of the proposals. The proposals would also allow Delaware only forum selection clauses (and ban exclusion of Delaware as a forum) and restrict rights to bring appraisal claims with respect to publicly traded companies.
If you are interested in some background on financial scandals in the 1980s you could read this.
WEEK 12: March 30-April 3 On Monday we will continue with Benihana. Please read to page 620 for Monday, and page 637 for Wednesday. For Thursday please read to page 677.
For the following week I am going to assign Chapter 14 and then we will study some material on securities regulation (you will be reading pages 845-854 and some of the material in Chapter 19 and probably one or two other cases).
March 25: This story about disputes at Wynn Resorts (NY Times. Reg required) (or you could look at this article) illustrates some of the issues we have been thinking about recently. The Board of Wynn Resorts has decided that Elaine Wynn should no longer be a director of the corporation, making allegations about her behavior. She is fighting back, writing to shareholders arguing she wasn’t guilty of the sorts of wrongdoing the Board has alleged. For example:
I had no reason to recuse myself with regards to the purchase of land adjacent to our Las Vegas property. At no time during company Board discussions of a possible land acquisition was I aware of any plan by my nephew, Andrew Pascal, to purchase that same land; the company’s charge to the contrary is a fabrication. Because I had no such knowledge, I had no reason to recuse myself from any Board discussions regarding this land. What makes the company’s false charge even more outrageous is that, on two occasions leading up to the Board’s action of removing me, I was interviewed by independent directors and told them that I had no knowledge about the land purchase, a fact they have chosen to ignore. Further, they never raised a concern about my “failure”to recuse myself from Board discussions of the land. Now, faced with the daunting task of coming up with reasons to exclude me as a director, knowing I am uniquely qualified and the most independent minded director in the boardroom, the Board has come up with reasons that are made up out of the whole cloth. This allegation is just another example of the reckless lengths to which the Board is willing to go to exclude me as a director. The absurdity is, of course, that not only did I have no knowledge of or involvement in this land deal, but any such action to help my nephew’s group would actually have been directly contrary to my own financial interests since my net worth is linked to the success of Wynn Resorts.
Johnson & Johnson sponsors soccer.
WEEK 11: March 23-27 For Monday’s class please read to page 563 although we may well not get beyond Smith v Van Gorkom on Monday. Please also read Florida Statutes § 607.0830 (General standards for directors) and §607.0831 (Liability of directors). For the rest of next week please read to page 620 (to page 580 for Wednesday) and please also read Florida Statutes §607.0832 (Director conflicts of interest) and DGCL § 144 Interested directors; quorum:
(a) No contract or transaction between a corporation and 1 or more of its directors or officers, or between a corporation and any other corporation, partnership, association, or other organization in which 1 or more of its directors or officers, are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee which authorizes the contract or transaction, or solely because any such director’s or officer’s votes are counted for such purpose, if:
(1) The material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or
(2) The material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or
(3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee or the stockholders.
(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.
WEEK 10: March 16-20 Please read Chapter 8 of the casebook for Monday March 16 and Chapter 9 for Wednesday March 18. Please read to page 525 for Thursday.
Here is the hypothetical (1)
After next week we will have four full weeks of classes and another two classes in the final week. The class on Wednesday April 22 will be a review session and we also agreed that I would organize a review session for the morning of Friday 24 April.
For the rest of the semester I plan to cover Chapters 10-12 and 14. If we have any spare time I would like to spend some time on some aspects of securities regulation.
WEEK 9: March 9-13: SPRING BREAK
I hope you have a great Spring Break. I will post some information, including information about the plan for the rest of the semester next Wednesday. Meanwhile, if you want to read ahead in the book, we will focus on Chapter 8 on Monday March 16 and Chapter 9 on Wednesday March 18.
March 11, 2015: Here is the hypothetical (1) I said I would write. If you would like to write up a short response I would be happy to take a look at it. Please note that on the final exam rather than a “discuss” prompt, the facts will be followed by 4 or 5 questions raised by the facts. For now I am giving you a much more open ended question to think about.
Note on oppression: In Baur v Baur Farms Inc in 2013 the Supreme Court of Iowa said this:
The determination of whether the conduct of controlling directors and majority shareholders is oppressive … and supports a minority shareholder’s action for dissolution of a corporation must focus on whether the reasonable expectations of the minority shareholder have been frustrated under the circumstances…. We hold that majority shareholders act oppressively when, having the corporate financial resources to do so, they fail to satisfy the reasonable expectations of a minority shareholder by paying no return on shareholder equity while declining the minority shareholder’s repeated offers to sell shares for fair value.
… Jack has not worked for and has drawn no salary from BFI for approximately fifty years. He-like the other BFI directors-received $5000 per year for his service as an officer and member of the corporate board prior to 1997. But in 1997, Jack was removed as an officer and the annual compensation for his service and that of the other directors was reduced to $250. Over the nearly twenty years as Jack negotiated unsuccessfully for the sale of his shares, the appraised value of BFI’s assets increased between fivefold and sevenfold to approximately $6 million. BFI, however, has never paid a dividend and, given the nature of its business and the variability of its cash flow, might never do so.
Jack confronts obvious practical problems as a minority shareholder seeking a remedy under the bylaw buyout provision. Despite his persistent efforts over more than two decades, he has not been able to sell his stock at a mutually agreed upon price. The book value option is similarly problematic from Jack’s perspective. BFI calculated and the shareholders ratified a 1983 year-end price per share of $686 at its 1984 meeting. That valuation approved in 1984 has never been formally revisited or revised. The language of the book value buyout provision fails to address several important questions: (1) whether book value must be set by express resolution of the BFI board or may be determined from an inspection of the books of the corporation without formal action by the directors or shareholders; (2) whether annual determination of the book value for purposes of the bylaw provision was intended; and (3) whether the board, when setting the book value under the provision, must use asset values that are reasonably related to “actual”or “fair market”values and be based on generally accepted accounting principles….As a minority shareholder and nonofficer, Jack will remain effectively precluded from capturing any return on his shareholder equity for as long as the board concludes income distributions are inappropriate… As a minority shareholder, Jack also lacks voting power to force the board of directors to set a book value that is reasonably related to the fair value of the company’s assets…we believe the record is not adequate to determine whether the price offered by BFI for the purchase of Jack’s shares is so inadequate under the circumstances as to rise-when combined with the absence of a return on investment-to the level of actionable oppression.
WEEK 8: March 2-6:At the end of class on Wednesday February 25 I invited you to focus on the paragraph at the foot of page 354 of the casebook, which makes it clear that the Board of Directors acts as a collective entity: the powers to manage the corporation’s business are given by the statute to the Board rather than to individual directors and the Business Judgment Rule presumption that the Board acts properly is a presumption with respect to Board action rather than to action of individual directors.
On Monday we will begin with the material on officers. Please also read to page 408. For Wednesday please read to page 444 and for Thursday to page 462.
Mar. 2: We have seen that corporations are sometimes treated as persons for the purposes of rules that refer to persons and sometimes not. Last week in In Re Dole Food Inc. Stockholder Litigation Vice Chancellor Laster held that an expert witness must be a biological person:
Only a biological person can gain knowledge, skill, experience, training, and education, and only a biological person can learn to apply principles and methods. Corporations may be said colloquially or metaphorically to have attributes or abilities, but only because biological people have them and deploy them on the corporation‟s behalf. If the biological people leave, the corporation‟s competence departs with them. The expertise belongs to the individuals, not the corporation.
WEEK 7: February 23-27: On Monday we will begin with Denkins v Zinkan Enterprises. Please also read the Description of Capital Stock of County Bancorp Inc. and read to page 332 in the Casebook. For Wednesday please read to page 379. In class we will concentrate on the cases.
On Thursday Peter Lederer will visit our class. Please prepare for Thursday’s class by reading his Swiss Verein Comment. This is relevant to the choice of form issue, and allows us to think about choices of business form beyond the US. We will also have the opportunity to discuss some of the recent changes in the practice of law, as this is one of Peter Lederer’s interests.
[Here is a diagram of a securitization in case the visual depiction helps – this is not something for which you will be responsible for purposes of the exam.]
WEEK 6: February 16-20 This week we will aim to cover the material in the rest of chapter 3 and also chapter 4 (with chapter 4 please also read the appendix at pages 997-1015). In class we will focus on the cases. Please read the appendix before reading chapter 4. For Monday please read to page 265.
Here are links to the Florida Business Corporation Act and to the Delaware General Corporation Law.
February 17: Here is an example of a legal opinion for a recent securities issuance (an IPO) for Common Stock of $0.01 par value of County Bancorp, Inc. containing the “duly authorized and will be validly issued, fully paid and nonassessable” language referred to on page 274 of the Casebook. The stock was approved for listing by NASDAQ. The IPO occurred January 15, 2015 and the IPO price was $15.75 per share. Here is a Description of Capital Stock of County Bancorp Inc. taken from the prospectus. I will be asking you to read this description before next week’s classes.
The prospectus describes the Issuer as follows:
County Bancorp, Inc., a Wisconsin corporation and registered bank holding company founded in May 1996, and our wholly-owned subsidiary Investors Community Bank, a Wisconsin-chartered bank, are headquartered in Manitowoc, Wisconsin. The state of Wisconsin is often referred to as “America’s Dairyland,”and one of the niches we have developed is providing financial services to agricultural businesses statewide, with a primary focus on dairy-related lending. We also serve business and retail customers throughout Wisconsin, with a focus on Northeastern and Central Wisconsin. Our customers are served from our full-service locations in Manitowoc and Stevens Point, and our loan production offices in Darlington, Eau Claire and Fond du Lac.
WEEK 5: February 9-13 For last week I asked you to read to page 216 of the Casebook, and we slowed down quite a bit in the LLC material. For this week I am going to ask you to read to page 234 of the Casebook. On Monday we will begin with VGS Inc v Castiel. We just began to discuss this case on Thursday – and talked about the significance of secrecy in the Vice Chancellor’s judgment. The idea that fiduciary duties prevent two managers from making decisions they make according to the letter of the LLC Agreement might seem to contrast with the view Myron Steele has expressed elsewhere (Myron T. Steele, Freedom of Contract and Default Contractual Duties in Delaware Limited Partnerships and Limited Liability Companies, 46. Am. Bus. L. J 221 (2009)) that because freedom of contract is emphasized in Delaware LLCs the duty of good faith and fair dealing is the default rule rather than fiduciary duties. Anyway, as I said in class the Delaware legislature amended the Delaware LLC statute so it is now clear that there are default fiduciary duties in Delaware LLCs. Delaware Statutes § 18-1101 does state that “It is the policy of this chapter to give the maximum effect to the principle of freedom of contract and to the enforceability of limited liability company agreements.” But § 18-1104 states “In any case not provided for in this chapter, the rules of law and equity, including the rules of law and equity relating to fiduciary duties and the law merchant, shall govern.”
For Monday it would make sense to prepare to page 200. For Wednesday prepare to page 216. Please also read carefully Florida Statutes §605.0105 Operating agreement; scope, function, and limitations, Florida Statutes §605.04091 Standards of conduct for members and managers and Florida Statutes §605.04092 Conflict of interest transactions. And read this memo by Akerman : Florida Adopts New Limited Liability Company Act. The New Act Makes Florida a More Desirable Location for Business Owners (May 22, 2013). Think about how these LLC statutes differ from or are like the Florida partnership statutes dealing with partners’ fiduciary duties and contracting around partnership default rules (RUPA §404 and §103).
Sunday February 8: Today’s New York Times has an interesting article, Stream of Foreign Wealth Flows to Elite New York Real Estate (discussed here). The article argues that a lack of transparency with respect to ownership is an advantage of the LLC business form.
February 11: Here is an example of wording which specifically contracts round aspects of the duty of loyalty:
… the Manager may compete with the business of the Company, is not required to refrain from dealing with the Company in the conduct or winding up of the Company’s business as or on behalf of a party having an interest adverse to the Company, and is not obligated to account to the Company and hold as trustee any property, profit, or benefit derived by the Manager in the conduct or winding up of the Company’s business or derived from the use by the Manager of property of the Company, including (without limitation) an appropriation of an opportunity of the Company.
WEEK 4: February 2-6: On Monday we will begin with McCormick v Brevig and Horne v Aune and please read these Selected Florida RUPA provisions: dissociation, buyout, dissolution . For Monday please also read to page 163. For Wednesday please read to page 189. We may not get further than this on Thursday but please read to page 216 for Thursday just in case.
WEEK 3: January 26-30 For next week please read to page 151 of the casebook.
On Monday we will finish discussing Meinhard v Salmon and think about whether the result in the case would be different under RUPA §404 (Fl. Statutes §620.8404). We will also consider this statute in the Enea case. In terms of predicting our likely progress I suggest that for Monday you read to page 107, for Wednesday to page 139 and for Thursday to page 151.
January 23: Note on remedies for breach of the duty of loyalty. Consider this excerpt from the decision in Lake Treasure Holdings Ltd v Foundry Hill GP LLC (Del. Ch. 2014):
The plaintiffs proved that Taylor breached his duty of loyalty by transferring the software and that Klee aided and abetted the breach. Yet the defendants convinced me at trial that the ostensibly valuable trading software actually was a simplistic arrangement of public domain components and concepts. Given that Taylor and Klee acted as if the software had substantial value, I approached trial skeptical of their strategy. Nevertheless, their expert cogently explained how anyone with moderate skill with computers and basic knowledge of trading could reproduce the software using retail programs and sources freely available on the internet. Despite Taylor and Klee’s earlier belief to the contrary, the software did not have any value as intellectual property. The software had not generated any trading profits for the defendants, so there was nothing to disgorge, and the evidence convinced me that the software was not likely to produce trading profits in the future. Consequently, this decision awards nominal damages of $1.00 on the claims for breach of fiduciary duty and aiding and abetting.
January 22: Agency law note – the Second Circuit held this week in In Re: Motors Liquidation Company that JP Morgan was bound by the filing of a UCC-3 termination statement with respect to a loan which was not terminated on the basis that it had in fact authorized the filing:
From these facts it is clear that although JPMorgan never intended to terminate the Main Term Loan UCCâ€1, it authorized the filing of a UCCâ€3
termination statement that had that effect. “Actual authority . . . is created by a principal’s manifestation to an agent that, as reasonably understood by the agent, expresses the principal’s assent that the agent take action on the principal’s behalf.”Restatement (Third) of Agency § 3.01 (2006)…JPMorgan and Simpson Thacher’s repeated manifestations to Mayer Brown show that JPMorgan and its counsel knew that, upon the closing of the Synthetic Lease transaction, Mayer Brown was going to file the termination statement that identified the Main Term Loan UCCâ€1 for termination and that JPMorgan reviewed and assented to the filing of that statement. Nothing more is needed.
Partnership Statutes:
Florida Revised Uniform Partnership Act.
If you do not have the time to read all of this statute you should read the Florida version of RUPA §202 (Fl. Statutes §620.8202) for Holmes v Lerner, RUPA §306 (Fl. Statutes §620.8306) with respect to liability of partners in general and limited liability partnerships, RUPA §401 (Fl. Statutes §620.8401) with respect to rights and duties of partners and RUPA §404 (Fl. Statutes §620.8404) on the duties owed by partners and RUPA §103 (Fl. Statutes §620.8103) on non-waivable provisions of the Act.
WEEK 2: January 19-23 Monday is Martin Luther King Day and so we will not have class. On Wednesday we will begin with the agency fiduciary duty cases and then think about the “situation” described on pages 15-16 of the Casebook. For Thursday please read pages 67-97 of the Casebook. It would be useful for you to read the Florida Revised Uniform Partnership Act.
If you do not have the time to read all of this statute you should read the Florida version of RUPA §202 (Fl. Statutes §620.8202) for Holmes v Lerner, RUPA §306 (Fl. Statutes §620.8306) with respect to liability of partners in general and limited liability partnerships, RUPA §401 (Fl. Statutes §620.8401) with respect to rights and duties of partners and RUPA §404 (Fl. Statutes §620.8404) on the duties owed by partners and RUPA §103 (Fl. Statutes §620.8103) on non-waivable provisions of the Act.
I will ask you to read other specific provisions of this Act later on.
January 21: Compare this description of Urban Decay’s history on the Urban Decay website to the facts of Holmes v Lerner.
January 14: Although Florida decisions are consistent with the approaches reflected in Koval and Fennell (e.g. JAG Auto Body, Inc.v. Capone (5th DCA 2012)) courts in other jurisdictions have dealt with these issues differently. For example, in 2007, in Eaton v Mallinckrodt, the Supreme Court of Missouri stated that there is a presumption of express authority to settle where the attorney of record asserts such authority, and although this presumption can be overcome there is a substantial burden of proof. In 2014 in Patel v Patel the Court of Appeals of Georgia stated that under Georgia law an attorney has apparent authority to enter into a settlement agreement on behalf of a client; and the client will be bound by such agreement, even in the absence of express authority, where the opposite party is unaware of any limitation on the attorney’s authority.
In Spring 2015 the Casebook for this class will be Linda O Smiddy & Lawrence A Cunningham, Corporations and Other Business Organizations: Cases, Materials, Problems, Eighth Edition, 2014.
As of January 6, 2014 the Lexis Nexis quoted price for this book is $198 (a looseleaf edition is priced at $159 and the electronic version is ($119)(Amazon shows the hardback edition at a price of $188.10 although it is currently unavailable. The Kindle edition is priced at $67.99.) This casebook is not one I have used before: some of the cases in the book are cases which are also in the book I have usually used for this class (Klein, Ramseyer & Bainbridge) but there are differences and these differences may affect the final exam. You can find some of my past exams here. At the moment they will give you a sense of the sort of structure to expect from the exam, although they won’t make much sense to you in terms of content at this point.
We will meet on Mondays, Wednesdays and Thursdays from 2-3.20pm in Room F309. The exam for this class will be a closed book exam.
First class assignment: Please read pages 1-30 of the casebook.
WEEK 1: January 12-16 Please read pages 1-65 of the Casebook.
January 14: Although Florida decisions are consistent with the approaches reflected in Koval and Fennell (e.g. JAG Auto Body, Inc.v. Capone (5th DCA 2012)) courts in other jurisdictions have dealt with these issues differently. For example, in 2007, in Eaton v Mallinckrodt, the Supreme Court of Missouri stated that there is a presumption of express authority to settle where the attorney of record asserts such authority, and although this presumption can be overcome there is a substantial burden of proof. In 2014 in Patel v Patel the Court of Appeals of Georgia stated that under Georgia law an attorney has apparent authority to enter into a settlement agreement on behalf of a client; and the client will be bound by such agreement, even in the absence of express authority, where the opposite party is unaware of any limitation on the attorney’s authority.
Comments:
1. Kevin Neslage – January 7, 2015 Prof. Bradley- Is the class Mon/Wed/Friday or Mon/Wed/Thurs?
2. Bradley – January 7, 2015 I am sorry — I wrote Friday in error — I have now corrected the statement about class meeting times!
Here are the Class Policies
If you have a disability, or suspect that you may have a disability, the Law School encourages you to contact Iris Morera, Coordinator, Disability Services at the Office of Disability Services for information about available opportunities, resources, and services. Her phone number is 305-284-9907, and her email address is imorera@law.miami.edu . You may also visit the Office of Disability Services website at www.law.miami.edu/disability-services
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