This course provides a detailed exploration of the legal framework governing business organizations in the United States, with a primary focus on corporations, and comparative analysis of partnerships, limited liability companies (LLCs), and other business entities. The course covers formation, governance, fiduciary obligations, shareholder rights, financing, and the legal doctrines that shape corporate behavior.
Students will learn to analyze statutory regimes such as the Delaware General Corporation Law, Model Business Corporation Act, and relevant state and federal regulations, while critically examining key judicial decisions that interpret these rules. Issues such as piercing the corporate veil, derivative lawsuits, directors’ fiduciary duties, shareholder voting, and corporate control contests are thoroughly studied. The course prepares students for transactional practice, corporate litigation, and bar examination subjects in business law.
Course Objectives
By the end of this course, students will be able to:
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Understand and differentiate between common business entities: corporations, partnerships, and LLCs.
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Identify the rights, duties, and powers of corporate actors, including directors, officers, and shareholders.
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Apply fiduciary principles such as the duty of care and duty of loyalty in corporate governance.
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Analyze corporate decision-making processes and shareholder remedies.
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Interpret statutes and cases involving internal affairs and external regulation of business associations.
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Evaluate the strategic and legal implications of business formation and restructuring decisions.
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Understand the mechanics and consequences of mergers, acquisitions, and hostile takeovers.
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Navigate key issues in corporate finance, including dividends, capital structure, and securities compliance.
