University of San Diego: Paralegal Program
Instructor: Emily Lynch Morissette, Esq.
Schedule: Tuesdays and Thursdays, 6:30-9:30 p.m. (more detailed course
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.
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.
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)
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
Date No. Required Reading Due Dates
1/29/09 1 Bouchoux, Chapter 1: Introduction to Business Organizations and
Agency Law (READ pages 3-9)
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
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 msn.com.
2/3/09 2 We will finish reviewing EINs, Sales Permit Applications and business Fictitious Business Name
tax. Statement and Questions
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
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.
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
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.
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)