This course is a part of the program leading to:
Master of Science in Legal Studies
Master of Science in Compliance Law
Master of Science in Taxation

Required Prerequisite:
LGL-501: Legal Research and Writing

This course deals with business organizations; in particular, partnerships, limited liability companies and corporations. We will examine important aspects of business formation, liability, tax consequences, and dissolution. We will look at the various model laws that govern partnerships (Uniform Partnership Act and Revised Uniform Partnership Act) and corporations (Revised Model Business Corporation Act). We will look at how businesses are formed, what happens when a business is improperly formed, how businesses are regulated, how they distribute profits, the difference between owners and managers, and what a business should do to properly cease operations.

The course concludes with a discussion of management practices that are relevant to the compliance processional. We will discuss the application of personal and business ethics in the context of running an organization and the importance of compliance with the legal and ethics responsibilities of a business organization.

Course Learning Outcomes

At the completion of this course, the student will be able to:

• Identify the primary business organizations currently in use and explain the advantages and disadvantages of each business form.
• Explain how a partnership is formed, including the importance of a properly executed partnership agreement.
• Define a partner’s partnership interest, partnership capital, and partnership property.
• Identify the duties partners owe to each other.
• Explain the effect of the partnership agreement, especially as to the presumptions that arise under the Revised Uniform Partnership Act.
• Describe the process of partner’s dissociation, partnership dissolution and the winding up of partnership business.
• Explain how a limited liability company (LLC) is formed, its members’ rights and liabilities, member dissociation and LLC dissolution.
• Identify the principal characteristics of corporations.
• Explain how corporations are formed and regulated.
• Identify and describe the steps in incorporation, and the potential liability for defective incorporation.
• Discuss corporate liability, including how a corporation’s limited liability may be avoided to hold shareholders liable.
• Describe and apply the Business Judgment Rule.
• Explain how dividends are declared and distributed.
• Explain the process of dissolution and termination of corporations.
• Apply best management practices to ensure that business organizations are in compliance with all applicable laws and regulations.
• Assist in ensuring that the behavior of a business organization meets its legal and ethical responsibilities through the usage of a well-defined and maintained compliance program.
• Promote an organizational culture that encourages ethical conduct and application of personal and business ethics in compliance (including corporate responsibility).