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BUSINESS ORGANIZATIONS
(BUSINESS AND FINANCE LAW - 3000)
(4 credits)
This course is intended to familiarize students with the nature of business entities. The course begins with a review of Agency Law. Partnerships, limited partnerships and joint ventures are then examined against the background of the Uniform Partnership and Revised Uniform Limited Partnership Acts. In the examination of corporations, attention is given to the problems of forming and financing the corporation, the federal securities laws and the distinctions between publicly held and closely held firms. Considerable stress is placed on the rights of shareholders and the authority and obligations of directors and officers of a corporation. Consideration is also given to shareholders derivative actions and to the problems involved in the dissolution and combination of corporations. Grades are based upon a final examination.
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BUSINESS PLANNING
(BUSINESS AND FINANCE LAW - 1060)
(3 credits)
This course is designed to coordinate several areas of business-related law previously studied and to sensitize students to the constant practical interplay of these business-related areas of the law. Students will be assisted in verbalizing and drafting responses to the problems encountered by employing materials and documents which provide the framework for the practical application of previous legal training to commercial topics. Significant emphasis is placed on out-of-class drafting of and solutions to legal-business problems. Grades are based upon class performance and short written assignments.
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CORPORATE FINANCE
(BUSINESS AND FINANCE LAW - 2010)
(3 credits)
This course consists of a detailed study of legal, business, economic, corporate and accounting aspects of valuation of the firm and of securities, capital structure, issuance and reacquisition of various types of securities (including new financial instruments and financing techniques), dividend policy, interplay with financial markets, the use and legal regulation of commodity and financial futures, options and markets (subject to time), and related issues in contemporary corporate finance. The course culminates in a study of similar aspects and techniques of mergers and acquisitions. Grades are based upon a final examination.
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SECURITIES REGULATION
(BUSINESS AND FINANCE LAW - 2070)
(3 credits)
This course will focus on the Securities Act of 1933 and the Securities Exchange Act of 1934. With respect to the former, the course will particularly emphasize the public distribution process, registration, proxy regulation, regulation of tender offers and corporate repurchases, short-swing trading by corporate insiders and the anti-fraud provisions (including Rule 10B-5 and civil liability). The course will also examine the professional responsibilities of securities lawyers and other professionals and will touch upon regulation of securities exchanges and the over-the-counter market and regulation of brokers and dealers. Grades are based upon a final examination.