Business Organizations

SLN #: 74340
Course Prefix: LAW-654
Course Section: 001
Credit Hours: 4
Instructor(s): Forst

Course Description:
This course describes how business, and the laws governing business organizations, impact the work of all lawyers regardless of the field in which they ultimately focus. A basic understanding of the organization and management of business enterprises, and the law of agency, partnership, and corporations, is routinely needed across a broad and diverse range of legal specializations.

Special attention is given to a broad view of the course content to make it relevant to lawyers with various professional interests including for example, litigation, domestic relations, intellectual property, real estate, environmental, public interest law, trusts and estates, employment, entertainment, sports, commercial, and even constitutional and international law, lawyers in large and small firms, government agencies, non-profit organizations, and regulated industries, as well as corporation law departments.

We study how businesses make money and how lawyers help them. We study how businesses are regulated and why. We study how companies raise money, spend money, and pay taxes. We study the legal standard of conduct expected of companies and their owners and managers.

We focus principally on the laws regulating private and public corporations. However, it is fundamental that we understand all the various forms into which business enterprises are organized, and the pros and cons of each form. Business enterprises can be organized in various ways to achieve different goals. Lawyers are often called upon by business people to help them define their goals, and then select the form of organization through which they can most likely achieve those goals. Accordingly, we study sole proprietorships and partnerships, including general and limited partnerships. We study the increasingly popular new form of enterprise called the limited liability company (“LLC”).

The major focus of the course is on the most popular form of business organization, the corporation. We study how corporations are used to raise and manage capital, allocate risk, and divide ownership and management prerogatives. We focus on the responsibilities of boards of directors, the rights of shareholders, the issuance of stock, mergers and acquisitions, and corporate governance.

The course analyzes basic business and legal decisions faced by business people. We also examine broader policy questions such as how our capitalist system and business needs shape laws and regulations in the United States and, conversely, how laws and regulations promote and impede business and capitalism.

No background in accounting or finance is required. This course is not open to students who have taken Business Associations I or II.

ATTENDANCE POLICY: Attendance and participation is expected. Students will be called upon to participate. Substantial information will be delivered in class lectures that is not in the written course materials.

Students who know in advance that they will be unable to attend a class should advise the instructor before that class. There will be a short break between the first and second hour of class. Students are expected to NOT get up in the middle of class and leave-and-come-back to go to the bathroom, answer their cell phones, etc. Students are expected to stay for the entire class, and not leave early. If you have an emergency that will require you to leave early, tell the instructor before or at the beginning of class.

Additional Information:
Credit Hours: 4
Grading Option: Numeric Grade and ONE-Time Pass Option is Available, or Letter Grade Only
Graduation Writing Requirement: No
Flexible Writing Requirement: No
Skills Requirement: No
Experiential Learning: No
Prerequisite: There are no prerequisites for this course. The course is not open to students who have taken Business Associations I or II.
Final Exam Given: Yes
Final Exam Type: In-Class - Completely Secure
Participation Points: Yes. Participation in class discussion is expected.
Attendance Policy: Per Statement of Student Policies

* The law school has a policy that is used to calculate credit hours. Please see the Statement of Student Policies.