LGL 235 - Legal Aspects of Business Organization
(3 semester hours)
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CATALOG COURSE DESCRIPTION:
This course compares and contrasts the legal implications of various ways of organizing a business entity. The law governing corporations and securities regulations is studied in detail. Legal aspects of the employment relationship are also included.
Credit – 3 semester hours
Text: Business Organization for Paralegals, by Deborah Bourcheux (3rd edition – Aspen Publishers)
Course Objectives and Paralegal Skills to be Developed
- Students will list the various ways of organizing business entities.
- Students will describe the advantages and disadvantages of each legal form of business entity.
- Students will apply knowledge of business organization to recommend forms which are most advantageous in hypothetical client situations.
- Students will complete the forms necessary to create and operate various types of business.
- Students will describe the fiduciary duties inherent in different forms of business organization.
- Students will describe the major provisions of the securities and securities exchange act , and the purposes of these provisions.
- Students will recognize hypothetical situations that pose ethical and legal dilemmas for attorneys and paralegals working in business, including restrictions against insider trading.
Instructional Methods:
Lecture. Question and Answer sessions. Whole class and small group discussion and problem solving sessions. Research and drafting assignments. Student work is evaluated and returned by instructors within two weeks’ time. Responses are discussed in class.
Evaluation methods:
Three exams are given during this course. Exams consist primarily of hypothetical
problems designed to help students apply principles discussed in class to resolve
situations that might be faced by a paralegal in practice. Practical skills (such as
completing a form necessary to create a certain type of business) may be included as
exam questions. Students also complete a project, in which each student will choose
a form of business most appropriate for a hypothetical client, and complete the forms
needed to start that business. Each exam score accounts for 25% of the course grade.
The project score accounts for the remaining 25% of the course grade. Course grades
are initially computed on the following basis:
A – 90 to 100
B – 80 to 89
C – 70 to 79
D - 60 to 69
F - Below 60
At the instructor’s discretion, students may be permitted to submit assigned practical projects (case briefs, sample forms, or short papers centering on the student’s informed opinion about a current legal issue related to business or securities law. Instructors may determine the amount of extra credit to be awarded. Instructors may also raise borderline grades based upon class participation, demonstrated effort and interest, or improvement. Instructors may withdraw students who miss 3 or more class sessions.
Practical Assignments Designed to Develop Paralegal Competencies
Internet research: finding, reading and interpreting relevant cases, statutes, and forms. Reasoning by distinction and analogy.
Drafting documents to create and operate businesses
Legal analysis: reasoning by distinction and analogy
Identifying ethical and legal issues posed by fact patterns about ongoing business and securities law matters.
Detailed Breakdown of Course Material
(Each session below represents 3 contact hours)
Session One - Course overview and principles of agency. Small group resolution of agency issues
Session Two - Sole proprietorships. Small group resolution of problems involving the advantages and disadvantages of this sort of business.
Session Three - General partnerships. Small group resolution of problems involving advantages and disadvantages of this form of business.
Session Four – Limited partnerships. Small group resolution of problems involving advantages and disadvantages of his form of business.
Session Five – Registered limited liability partnerships. Small group resolution of problems involving advantages and disadvantages of this form of business.
Session Six: Unit Review for first exam. Small group practice: Choice of business forms. Drafting using Virginia forms.
Session Seven – Limited liability companies and other unincorporated organizations. Small group resolution of problems involving advantages and disadvantages of this form of business.
Session Eight – Intro to Corporations and to Corporate Formation. Case analysis exercises. Sample Articles of Incorporation and Bylaws.
Session Nine - Corporate Finance. Equity versus debt financing. Small group discussion and problem solving regarding financing options. Discussion of project requirements and sample forms.
Session Ten - Corporate Management. Shareholders. Directors and Managers. Case law analysis. Sample documents. Announcement of shareholder meetings. Minutes of Board of Director Meetings. Conflicts of interest. Ethical obligations of corporate attorneys and paralegals.
Session Eleven - Classes of shareholders, stocks and dividends. Sample documents.. Annual and quarterly reports. Review for second exam.
Session Twelve - Purposes and major provisions of federal securities laws. Examination of sample prospectus. Liability for insider trading, short swing profit, and misleading statements. Legal and ethical obligations of attorneys and paralegals.
Session Thirteen - Mergers, takeovers, and liquidations. Board of Director Resolutions. Notice to Shareholders. Williams Act requirements.
Session Fourteen - Foreign Corporations and Corporate Variations. Winding up and dissolving a corporation. Sample forms for small group work.
Session Fifteen - Employers and employees. Overview of rights and responsibilities. Employment discrimination laws.
Session Sixteen – Virginia laws governing misleading business practices, unfair competition, and consumer protection. Antitrust laws. Document retention policies, conflicts of interest and ethical obligations.
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