Business enterprises can be organized in various ways to achieve different goals. It is fundamental to understand all the forms into which business enterprises are organized, and the pros and cons of each form. 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”). Changing perspective, we study how lawyers practicing in different fields encounter and interact with business organizations whether through litigation, transactions, taxation, or public policy.

As a teaching methodology, we follow a hypothetical business established as a sole proprietorship and the transition of that business to a partnership, LLC, and corporation. We study how each of these forms is legally established and managed. 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 briefly 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.

As an overarching theme, we examine how businesses are regulated and why. We analyze the legal standard of conduct expected of companies, their owners and executives. We also examine broader policy questions such as how our economic system and private business needs promote business interests and shape laws and regulations in the United States.

Additional Information:
Credit Hours: 3
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.