Business Organizations



SLN #: 82693
Course Prefix: LAW-654
Course Section: 002
Credit Hours: 4
Instructor(s): Forst

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

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 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: Blackboard