A study of the nature, powers, and obligations of private corporations, including their formation, management, and dissolution; the rights and duties of promoters, directors, officers, and stockholders; and the rights of creditors and others against the corporation; together with a study of the creation, nature, and characteristics of business partnerships.
This seminar provides a guide to representing corporate clients throughout the corporate life cycle - from the formation of the entity to taking it public. We would begin the course by reviewing the entity choice considerations covered in Business Organizations but also discuss the practical steps required to form each entity type. Then, we will outline some of the most significant issues growing companies face. This would include ownership disputes, administrative considerations, vendor and sales contracts, employee relations, basic financing arrangements, offering ownership interests, and consolidation. Finally, we will discuss the process of going public. Each day, we would introduce documents we use in our practices and ask students to draft key sections in light of concepts introduced in the course of the class.
As a matter of baseline knowledge, law students should have a better understanding of business entities and our complex economy. The purpose of this class is to give students a working knowledge of essential concepts in business. The class focuses on teaching useful intellectual skills associated with a working knowledge of accounting, financial statement analysis, finance, valuation, capital structure, financial instruments, capital markets, corporate transactions, operations, and business strategy. The course concepts are interconnected and their mastery serves two purposes: (1) to better appreciate a business client's legal problems; and (2) to better appreciate concepts seen in other upper-level courses such as Business Organizations, Securities Regulation, Corporate Finance, Bankruptcy, Taxation, Business Planning, Mergers & Acquisitions, and any other business-related course. No prior business experience or exposure is required or necessary.