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Corps 2009 Evening Syllabus


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Corporate Law Syllabus for Evening Students at USD

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Corps 2009 Evening Syllabus

  1. 1. University of San Diego: Paralegal Program CORPORATIONS Evening 2009 Instructor: Emily Lynch Morissette, Esq. Schedule: Tuesdays and Thursdays, 6:30-9:30 p.m. (more detailed course schedule below) Location: Required Texts: Bouchoux, Deborah E., Fundamentals of Business Organizations for Paralegals, (2nd Edition) New York: Aspen Publishers, 2007. Supplemental Materials, Corporations, Emily Lynch Morissette. Required Website: This is the California Secretary of State’s website. The information we will be using is located under the heading “California Business Portal.” This is where you will access many of the forms we will be utilizing in class. In addition, you can access the Fictitious Business Name Statement by going to Gregory J. Smith’s, the San Diego County Recorder’s, website. Course Description: The purpose of this course is to provide you with the basic legal terms of business law; to help you identify the various forms of businesses and their advantages and disadvantages; and to provide you with practical, hands-on experience in drafting the documents commonly used in this area of law. Corporations Class Rules: Be respectful of yourself, your classmates, and the professor. “Men are respectable only as they respect.” Ralph Waldo Emerson If you come in late, do not interrupt class. Wait until the break to notify the professor that you are in class and that you need any handouts or assignments back. Cellular phones must be turned off. Each turned-in assignment and the exam must be your own work and must be completed independently of other students in the course. If it is obvious that an assignment has been copied or plagiarized a zero score will be given for that assignment, and the incident will be referred to the administration for further action. Attendance: Roles is taken at the beginning of class. If you come in after the start of class, you are responsible for notifying me at the break. You are allowed a total of two absences in this class. Time Assignments Due: Assignments should be turned in shortly before class starts on the applicable due date. If you miss class, it is your responsibility to turn in any assigned work to the instructor, via email, no later than the date the assignment is due. 1
  2. 2. Office Hours: I usually arrive early to class and stay a little after class. In addition, email is normally a good way to reach me. Assignment Format: We will discuss the format for each assignment in class. You should follow the format discussed in class. Grading: The majority of law firms are looking for accuracy, not only in content, but also in grammar. Therefore, grammar (including spelling and punctuation) will count for 20% on the following assignments: the Fictitious Business Name Statement and Questions, the Articles of Organization for an LLC, the Minutes of Annual Meeting of Shareholders Meeting, the Corporate Minutes Questionnaire, and the Report on Stock Purchase. The remainder of your score on those assignments will be based upon content (the majority) and formatting. The following points are possible in this class: Fictitious Business Name Statement and Questions: 10 points Articles of Organization for an LLC: 10 points Midterm: 20 points Minutes of Annual Meeting of Shareholders Meeting: 10 points Corporate Minutes Questionnaire: 5 points Report on Stock Purchase: 15 points Final Exam: 30 points TOTAL 100 Points Course Calendar Date No. Required Reading Due Dates 1/29/09 1 Bouchoux, Chapter 1: Introduction to Business Organizations and Agency Law (READ pages 3-9) Agency law. Bouchoux, Chapter 2: Sole Proprietorships Definition of sole proprietorship, the advantages of doing business as a sole proprietorship, the disadvantages in a being sole proprietor, and the formation and operation of the sole proprietorship. In-class Exercise: We will review Fictitious Business Name Statements, look-up businesses on the California Secretary of State’s website, Sales Permit Applications and business tax. Homework Assignment: 1. Select a fictitious business name and prepare a fictitious business name statement. 2. Also, answer the questions on the handout. We will further discuss the requirements of this assignment in-class. 3. You will also purchase stock and track its progress over the duration of this class. In a report, you will explain why you selected that stock (e.g. by determining its dividend rate) and report on its gain or loss by using the internet, such as 2
  3. 3. 2/3/09 2 We will finish reviewing EINs, Sales Permit Applications and business Fictitious Business Name tax. Statement and Questions (10 points) Bouchoux Chapter 3: General Partnerships Introduction to general partnerships; the relationship between partners and others; the relationship among partners and between partners and the partnership; advantages of doing business as a general partnership; disadvantages of the general partnership; organization and management of a general partnership; the financial structure of a partnership; and dissolution. 2/5/09 3 Bouchoux Chapter 4: Limited Partnerships The rights and duties of partners; the advantages and disadvantages of limited partnerships; formation of these partnerships; the partnership agreement; transferability of the limited partnership interest; dissolution; and taxation. Bouchoux Chapter 5: Limited Liability Partnerships (LLP): The advantages and disadvantages of LLPs, formation, operation, transferability of interest, dissolution, and taxation. In-class Exercise: In class, you will be divided into two groups of professionals: lawyers, and accountants (these are the groups that can form limited liability partnerships). Each group must prepare an application for a limited liability partnership. In each group, an act of malpractice will occur. You must determine whether you are protected from the acts of negligence of your co-partners. 2/10/09 4 Bouchoux Chapter 6: Limited Liability Companies (LLC) Prepare for the midterm! The advantages and disadvantages of doing business as an LLC; formation of LLCs; laws governing LLCs; LLC rights and powers; members’ right and responsibilities; formation, organization, and management of an LLC; transferability of interest; financial structure of an LLC; and dissolution. Bouchoux Chapter 15: Corporate Variations Close corporations, nonprofit corporations, parent and subsidiary corporations, professional corporations, S corporations, and publicly traded corporations. In-class Exercise: We will divide into six groups while in class and each group will act as one of the corporate variations and answer questions based upon that corporate variation. You will want to study these questions for your midterm. We will also prepare for the midterm! 2/12/09 5 MIDTERM Midterm (20 points) Homework Assignment: After the midterm, we will review how to draft Articles of Organization for a Limited Liability Company, which is due class 6. Bouchoux Chapter 8: Formation of the Corporation Preincorporation activities, selection of jurisdiction in which to incorporate, the corporate name, incorporators, Articles of Incorporation, organizational meetings, bylaws, and defects in the incorporation status. 3
  4. 4. 2/17/09 6 Bouchoux Chapter 9: Corporate Financial Structure Articles of Organization for Equity securities, including: par value, consideration for shares a Limited Liability of stock, and stock certificates; debt securities; and taxation of Company corporations. (10 points) Bouchoux Chapter 11: Corporate Finances Dividends, including the availability of funds for dividends and paying dividends; stock splits. In-class Exercise: We will cover proxies and board of directors’ compensation, and how to read stock market information. 2/19/09 7 Bouchoux Chapter 10: Corporate Management Shareholders’ rights and responsibilities, including shareholder meetings and shareholder actions; Director’s rights and responsibilities, including the personal liability of Directors, the compensation and indemnification of Directors, election and term of directors, Board of Directors meetings and resolutions; and Officers’ rights and responsibilities. In-class Exercise: We will role play a shareholders’ meeting. We will also go over the corporate minutes questionnaire and how to prepare your shareholder minutes. Homework Assignment: Based upon the shareholders’ meeting, you will fill out the Corporate Minutes Questionnaire. On your own, you will then prepare “Minutes of Annual Meeting of Shareholders”. You should prepare these minutes based upon the shareholders’ meeting. 2/24/09 8 In-class Exercise: We will review sample Bylaws in-class. Minutes of Annual Meeting of Shareholders with In-class Exercise: We will cover corporate ethics in class, including worksheet watching one of two movies on corporate ethics. Be sure to read (10 points) Chapter 3, Confidentiality, Sections A, B1, C, D, E1 & 2 in your concise guide to paralegal ethics in preparation for this class. Corporate Minutes There will be questions about the movie on your final exam. Questionnaire (5 points) 2/26/09 9 Chapter 12: Changes in the Corporate Structure and Corporate Combinations Amending the Articles of Incorporation and the Bylaws of the Corporation; statutory mergers and share exchanges; and asset and stock acquisitions. In-class Exercise: We will role play a hostile takeover. Chapter 13: Qualification of Foreign Corporations Basis for qualification, transacting business, procedures in qualification, effect of qualifying or not, effect of changes of domestic corporation, withdrawal of foreign corporation, and revocation of qualification. 3/2/09 10 Bouchoux Chapter 14: Termination of Corporate Existence Report on Stock Purchase Voluntary Dissolution, involuntary dissolution, liquidation, and (15 points) distributions to shareholders. 4
  5. 5. Review & Study for Final Exam There will be an in-class review of the items covered on the final. Assignment: Study for final exam. 2/5/09 11 (30 points) FINAL EXAM 5