Business Law and Bankruptcy
Syllabus and Course Guide
WEEKLY ASSIGNMENTS:
Each week (on Monday or Tuesday), an assignment will be posted to the course message board. Students are responsible to complete at least three of the posted assignments for the course. They will be graded, and they will count for 30% of the student’s grade for the course. If you complete more than three assignments, the best two of your assignment submissions will be graded. Assignments completed beyond the third one will also count as extra credit. Assignments can be submitted via e-mail or posted to the message board. Assignments must be submitted within seven days of the last day of the course for the student to receive credit for the assignment.
Each submitted assignment will be graded on the following scale:
3 – Excellent
2 – Good
1 – Accepted
0 – Not Acceptable (must re-submit)
In addition, feedback will be posted by the instructor for each assignment that has been submitted.
GRADING:
Each student who completes the requisite assignments and exams will be given a letter grade upon completion of the course. The course will be graded on the following basis:
Midterm Exam: 35%
Final Exam: 35%
Assignments: 30%
Important Note regarding exams:
Exams must be completed during the allotted time for the exam. A student will not be allowed a time extension in which to complete an exam, except under the following circumstances:
a) A request is made of the instructor prior to the exam and is granted by the instructor.
b) The student is ill or has another emergency that does not allow him or her to complete the exam in the allotted time.
c) The student experiences technical difficulties that do not allow him or her to complete the exam during the allotted time.
In any of these cases, alternative arrangements for completion of the exam will be made.
Weekly reading assignments and lecture schedule:
CLASS ONE
This class will provide an in depth look at the nature, formation, and role of the corporate form in American law and business. We will start by considering what it means to incorporate and the process of incorporation. Then, a detailed review of the corporate form will be undertaken considering the liability, tax, and other fundamental features of the corporate form.
Reading:
Chapter 1: The Corporation; Form and Features
A. Introduction to the Corporate Form
B. Open versus Closed – Ownership of the Corporation
C.
Formation: People
D. Formation: Paper
E. Formation: Acts
F: Liability and the Corporation
G: Taxing the Corporate Form
CLASS TWO
This class will consider other business forms available to those wishing to organize their business interests into a recognized form. We will look at the nature of the sole proprietorship, the various partnership forms, and other non-corporate forms such as the S-Corp., the LLC, and the Professional corporation. For each form, we will consider how the business entity is organized, the various tax and liability characteristics of each, and other notable traits.
Reading:
Chapter 2: Other Business Forms
A. Introduction
B. Sole Proprietorship
C. Partnerships
D. The Limited Liability Partnership
E. The Limited Liability Companies
F. The Professional Company
G. The S-Corp
CLASS THREE
This class will focus on the various individuals charged with running the corporation. The focus here will be on recognizing the various individuals, their roles, and in particular, the duties that they owe to the business entity.
Reading:
Chapter 3: Directors and Officers
A. Introduction to Directors and Officers
B.
The Duty of Loyalty
C. The Duty of Care
D. The Business Judgment Rule
E. Piercing the Corporate Veil
F. Indemnity
CLASS FOUR
This class will consider the role of the shareholder in the various functions of the corporation. The shareholder also has a variety of rights with regards to the corporate form and needs to be aware of these rights and how they are exercised.
Reading:
Chapter 4: Rights and Roles of Shareholders
A. Shareholder Voting
B. Voting by Proxy
C. Dividends
D. Appraisal Rights
E. Liability of Shareholders
F. The Derivative Suit
CLASS FIVE
This class will consider changes to the corporate form via merger, sale, and other combination. In addition, we will also consider several means of defense that can be used by the corporation to defend from hostile takeover.
Reading:
Chapter 5: Mergers and Acquisitions
A. Mergers and Acquisitions
B. Share Exchanges and Combinations
C. Purchase of All Assets
D. The Hostile Takeover
E. Poison Pills
Midterm Examination
CLASS SIX
This class will provide an introduction to how the
corporation raises funds for its operation along with an overview to the various
securities laws and markets.
Reading:
Chapter 6: Securities Laws
A. Financing the Corporation
B. Introduction to the Securities Laws
C. The Offering Process
D. The Securities Markets and their Governance
E. Insider Trading
CLASS SEVEN
This class covers the Bankruptcy process and the various forms of business and personal bankruptcy. This lecture will provide an overview to the various “Chapters” of the Bankruptcy Code. We will then discuss the two most common types of Bankruptcy filings, the Chapter 7 and Chapter 11 bankruptcy filings.
Reading:
Chapter 7: Bankruptcy
A. Introduction to the Bankruptcy Laws
B. The Chapter 7 Filing
C. The Chapter 11 Filing
CLASS EIGHT
In this class, we will continue with our discussion of bankruptcy, including the process of an individual filing for reorganization of debts under Chapter 13 of the Bankruptcy code. We will then discuss the rights of creditors in the collection of debts, especially as they relate to collateral and secured transactions.
Reading:
Chapter 7: Bankruptcy
D. The Chapter 13 Filing
E. Creditors’ Rights and Secured Transactions
F. Priority in Foreclosure and Debt Collection
CLASS NINE
The final class will review several specialized areas within a corporate legal practice in addition to providing an introduction to other major players in the business world – specifically accountants and investment bankers.
Reading:
Chapter 8: Special Issues in Business Law
A. Introduction to Special Topics
B. Venture Capital
C. Leveraged Buyouts
D. The Role of Accountants
E. Investment Bankers
Final Examination