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Nov 12, 2024
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LAW 6420 - Business Enterprise
Credits: 4
Basic business law course that begins with an emphasis on the closely held business, including 1) general principles of the law of agency and 2) general and limited partnerships: formation, control, liabilities, property, dissolution, and disposition of business, as well as internal and external relations of partners. Also, limited liability companies and corporations: formation, control, and allocation concerns; duties, liabilities, and rights of management and shareholders or members; dispute resolution devices; and fundamentals of capitalization and financing (including basic securities financing and securities law concerns, particularly respecting the private exempt offering). The second portion of the course emphasizes the widely owned business, including general corporate governance and capitalization problems such as preferred stock and debt securities structuring, corporate distributions and repurchases, and fundamental corporate changes. Also, analysis of mergers and acquisitions. Depending on available time, may focus on the impact of federal securities laws on the corporate governance structure, including discussion of ongoing public disclosure requirements, proxy regulations, and insider trading restrictions and liabilities. This transaction-oriented course stresses planning and problem-solving and includes interdisciplinary use of basic notions of taxation, accounting, and finance. Special attention is given to modern statutory trends. Students may not take this course and LAW 6394 Business Associations for LLMs.
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