This course is taken in the second semester of study and introduces agency law, partnership law, corporate law and the LLC. Principal emphasis is on the law as it applies to the organization and functioning of business entities, including the duties and obligations of managers of such entities. The course focuses on structure and mechanics, capitalization, distribution, organic changes, and duties and liabilities of directors, officers, and controlling shareholders. The federal securities acts are introduced with particular attention to Rule 10b-5. Substantial attention is given to the special problems of the close corporation.
Outcomes: Evaluate the rationale behind businesspersons' choice of a particular business entity in a given business context; Assess the relative merits of general partnerships, corporations, limited liability companies, and limited partnerships as business entities; Analyze shareholder rights and directors' and officers' powers and duties; Examine the relationships between principals and agents; Describe various filing policies and processes for business entities at secretary of states' offices; Explore key facets of federal securities regulation.
Outcomes: Evaluate the rationale behind businesspersons' choice of a particular business entity in a given business context; Assess the relative merits of general partnerships, corporations, limited liability companies, and limited partnerships as business entities; Analyze shareholder rights and directors' and officers' powers and duties; Examine the relationships between principals and agents; Describe various filing policies and processes for business entities at secretary of states' offices; Explore key facets of federal securities regulation.