Business Associations provides an introduction to the basic principles of the different forms of business entities. It covers fundamental agency principles; partnerships; limited liability companies and corporations. The primary focus is corporate law, including corporate structure and federal income tax aspects of incorporation; the rights and obligations of corporate owners, directors and managers; the interplay of public regulatory agencies and federal securities law with state law; and liabilities under federal securities law (including the insider trading rules). This course is an essential prerequisite for the other Business Law Practicum courses, including the capstone course, Business Planning I. It is strongly advised that students enroll in Business Associations in their second year of law school in order to be assured of timely completion of the core courses making up the Corporate Law Concentration.
Securities Regulation examines federal regulation of securities, with a focus on the Securities Act of 1933. It explores the federal statutes and rules governing the initial registration of securities and the underwriting process; exemptions from the registration process; and the potential liabilities of all participants in the offer and sale of securities. With the consent of the professor, this course may be taken concurrently with Business Associations.
Mergers and Acquisitions is an advanced course that examines the legal regulations that affect the structure, timing and price of corporate acquisitions, including mergers, stock purchases and asset sales. It focuses on the impact of state corporate law principles on the structure and implementation of an acquisition transaction and the role of various provisions of the federal securities laws, most importantly the regulation of tender offers by the Williams Act. The course uses a case-study approach to emphasize transaction planning, problem solving and statutory analysis.
Business Planning I:Financing the Start-Up Business and Venture Capital Financing, introduces students to the transactional lawyering considerations involved in forming and representing an entrepreneurial business. The course examines the life cycle of a start-up company, including selecting the appropriate entity form, structuring the economic interests and managerial control among various owners, considering the lawyer’s duties to the entity in dealing with its founders and management, and documenting various approaches to raising capital. Using a simulated deal format, students draft, review and analyze documents typically used in organizing and financing a start-up business. Theory and practice are combined in order to prepare students for the types of projects and challenges they will confront as lawyers in the first year of a transactional practice.