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Credit Hours: 4
Description: This course provides an introduction to the law of business organizations, with primary focus on corporations, partnerships and LLCs. The course generally includes the following subjects, though coverage, sequence and emphasis will vary by instructor: (i) the history and evolution of different forms of business organizations; (ii) the mechanics of forming the different types of business organizations under state law, including attention to the specific operative documents used for this purpose; (iii) securities issuances and typical capitalization structures, along with a brief introduction to securities regulatory matters in connection therewith; (iv) choice of entity type and jurisdiction; (v) corporate governance, including the roles of directors, officers and shareholders; (vi) shareholder voting and other rights; (vii) entity governance in the partnership and LLC context; (viii) fiduciary duties and agency principles in the business organization context; (ix) dividend, distributions and other paths to liquidity for investors; (x) shareholder derivative suits and other litigation matters involving the business organization; and (xi) mergers and acquisitions. No prior background in business law or economics is assumed. This course serves as the principal gateway to further study and practice in the business law field of corporate and securities law, and is relevant both to those who would form and represent business entities as well as those who contemplate engaging in litigation involving business entities.
Prerequisite: None