480: Business Planning
A business lawyer must know, or at least be generally familiar with, many areas of law. Therefore, the purpose of this course is to teach many of the principal legal issues that a business lawyer is likely to confront, including:
(i)The organization of a business (e.g., the types of legal entities including: corporation, “S” corporation, partnership, and limited liability company), organizational documents for a corporation and a limited liability company, control issues including the problems of minority shareholder in a privately owned business, and understanding balance sheets and income statements;
(ii)The financing of that business (including compliance with the federal securities laws in connection with private offerings and public offerings, bank borrowing and granting collateral pursuant to Article 9 of the UCC);
(iii)Certain key day-to-day transactions (including intellectual property, environmental law, labor law, real estate law, and sales of personal property as regulated by Article 2 of the UCC);
(iv)Buying and selling a business (including certain tax and non tax issues, documentation, hostile tender offers, going private and leveraged buyouts); and
(v)The financially trouble business (including workouts and the rudiments of securitization).
There is a large handout but the substance of the course is contained primarily in the lectures. Therefore, regular attendance is expected. There is no prerequisite for this course but some prior exposure to business law (e.g., Business Organizations) is highly desirable. (Rosenberg, Fall semester)