Initially, we study how businesses are legally formed. It is fundamental to understand all the 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 select the form of business through which they can most effectively achieve their business goals. Accordingly, we study sole proprietorships, partnerships, corporations, and the increasingly popular new form of enterprise called the limited liability company (“LLC”).

We survey why and how companies “go public” and the implications of this decision and examine how the capital markets are regulated by the Securities and Exchange Commission (“SEC”) and the securities laws. In today’s environment we have the unique opportunity to focus on the U.S. financial crisis, and how business and Wall Street practices factor into the evolving role of corporate law, the SEC, and public companies. We examine how businesses are regulated and why. We analyze the legal standard of conduct expected of companies, their owners and executives.

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. We also examine broader policy questions such as how our economic system and business needs promote business interests and shape laws and regulations in the United States.

Additional Information:
Credit Hours: 4
Grading Option: Letter Grade Only
Graduation Writing Requirement: No
Flexible/Upper-Level Writing Requirement: No
Skills Requirement: No
Simulation Course: No
Experiential Learning: No
Seminar: No
Special Withdrawal Course: No
Final Exam Given: Yes
Final Exam Type: In-Class - Completely Secure
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.