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This course describes how 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.
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.
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, constitutional, international law, and for lawyers in large and small firms, government agencies, non-profit organizations, and regulated industries, as well as corporation law departments.
The class focuses on a hypothetical business and the legal issues of formation, capitalization, operations, and merger. Our analysis follows this business as it might evolve through the various types of business organizations as a sole proprietorship, general partnership, limited partnership, limited liability company (LLC), and corporation.
While we study agency law, partnerships and LLCs, the major focus of the course is on the most popular form of business organization: the corporation, both public and close. 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, and corporate governance.
The course analyzes basic business and legal decisions faced by business people. We also examine broader policy questions such as how business needs shape laws and regulations in the United States and, conversely, how laws and regulations promote and impede business.
No background in business, accounting, or finance is required.
ATTENDANCE POLICY: Attendance and participation is expected. Points will be given for participation up to the maximum permitted under the law school grading policy. Students will be called upon to participate. Substantial information will be delivered in class lectures that is not in the written course materials.
A minimum of 10 students will be required for the class to be taught.
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
Final Exam Given: Yes
Final Exam Type: In-Class
Attendance Policy: Per Statement of Student Policies
Online Course Site: None