The Business Organization Law component of the course will deal with the individual characteristics of various business organizations, including publicly held and closely held corporations, general partnerships, sole proprietorships, limited liability partnerships and limited liability corporations. These various forms of business will be compared and contrasted to determine the advantages and disadvantages of creating and maintaining each form.

Students will become familiar with the laws governing the creation and operation of these various business entities, their dissolutions and liquidations, and their relationships to various categories of creditors and shareholders.

The Bankruptcy component of the course will acquaint our students with an understanding of the three most common forms of bankruptcy under Chapters 7, 11 and 13 of the United States Bankruptcy Code. Although bankruptcy law is primarily relevant to businesses, we will explore the entire spectrum of bankruptcy law, including individual bankruptcies under Chapters 7 and 13, in addition to an overview of the complexities of business bankruptcies under Chapters 7 and 11 of the Bankruptcy Code.

Certain practical matters to be covered will include the filing of bankruptcy petitions, motion practice in bankruptcy, the role and powers of the bankruptcy trustee, dischargeability of debts, reorganization of businesses, and the analysis and preparations of Statements and Schedules.

Legal Skills Acquired :

At the completion of this course, the student will understand:

• which business forms can be operated without government permission.
• various documents that must be filed with the government, such as the articles or incorporation, etc.
• the characteristics of each of the business forms, including taxation and liability.
• how to assist in the formation of a corporation.
• how to adapt the certificate to conform to applicable laws of the jurisdiction and facts
• the rights and responsibilities of the shareholders, the directors and the officers of a corporation.
• shareholder’s remedies.
• the basics of mergers, acquisitions and hostile takeover.
• the procedures through which mergers and hostile takeovers are accomplished.
• the functioning of the major stock exchanges, such as, the NY Stock Exchange and NASDAQ.
• the various types of bankruptcy petitions & proceedings, key elements of the Bankruptcy Code.
• the different types of bankruptcy filings, including liquidation bankruptcy under Chapter 7 of the Bankruptcy Code and reorganization under Chapters 11 and 13.
• the Code’s requirements for the drafting plans and obtaining plan approval by creditors.