BUS-L 541 Business Planning and Corporate Finance Law

• 7 weeks
• 1.5 credits
• Prerequisite(s): Above class gives priority to BUS GAP students. MBA and MSIS students may contact department, CG 2000, for permission.

L541 is essentially a business planning and management course. It studies the many forms of business, the laws affecting the financing of business ventures, the liability of managers of business enterprises, and the liability of professionals and consultants providing services to clients. The course begins with a study of business forms, especially limited liability partnerships, limited liability companies, and corporations. Important topics include choosing a form of business appropriate to a business venture, financing business ventures, accommodating the interests of majority and minority owners of business ventures, anticipating conflicts among the owners of business ventures, providing for peaceful resolutions of such conflicts, and the liability of business managers under the business judgment rule, the intrinsic fairness test, and the Unocal test. The course will consider the law of securities transactions, especially private offerings and public offerings of securities, insider trading, and tender offers. Professional’s, consultant’s, and investment banker’s liability to clients and other users of their work product is covered where appropriate throughout the course.