Summer 2026 Course List

This is the basic business law course. The emphasis of the first portion of the course is on the closely held business. To be considered are the following: Agency: General principles of the law of agency. Partnerships (general and limited): Formation, control, liabilities, property, dissolution and disposition of business; internal and external relations of partners. Limited Liability Companies and Corporations: Formation, control, allocation concerns; duties, liabilities, and rights of management and shareholders or members; dispute resolution devices; and fundamentals of capitalization and financing (including basic securities financing and securities law concerns, particularly respecting the private exempt offering). The primary emphasis of the second portion of the course is on the widely owned business. In this portion, general corporate governance and capitalization problems (including preferred stock and debt securities structuring) are further explored, along with corporate distributions and repurchases and fundamental corporate changes. Analysis of mergers and acquisitions is emphasized. Depending on available time, emphasis also is placed on the impact of federal securities laws on the corporate governance structure, including discussion of ongoing public disclosure requirements, proxy regulations, and insider trading restrictions and liabilities. The course is transaction-oriented, whereby planning and problem-solving are stressed, and interdisciplinary use of basic taxation, accounting, and finance notions is made. Special attention is given to the modern statutory trends.

An analysis of principles and rules governing the conduct of lawyers. Topics include the client-lawyer relationship, competence, confidentiality, loyalty, the roles of lawyers as counselors and advocates, public service, advertising, admission to practice, and professional discipline.