Categories: Business, Corporate, Commercial Law Law Practice Skills

Advising Private Business Owners

Course Page for Fall 2018 - Gehl, Michael

The course focuses on the role of the lawyer as an advisor to closely held businesses and their owners. Numerous simulated case studies are used to expose the student to a broad range of planning issues. Different types of closely held businesses are analyzed, compared and contrasted in case studies that raise important issues in co-ownership planning, enterprise funding, owner and key employee compensation, business sale and business transition planning. Drafting considerations are also are reviewed. The text used contains the case studies and related problems, as well as resource materials which provide students with background information required to evaluate and develop solutions for the problems. Each student will be assigned two of the case study problems and will be required to participate in a role play exercise with the instructor with respect to each problem (with the student playing the role of lawyer). Other case study problems will be the subject of class discussion. The role play exercises are intended to be learning exercises and, accordingly, are graded on a pass/fail basis. There will be a final exam. (Note: the foregoing course management and grading approaches have been changed since it was last offered in 2016.) Prerequisites: Business Organizations I and Taxation I (or equivalent undergraduate or graduate level basic income tax course). The Professor will consider individual student requests to waive the tax course prerequisite based upon relevant work experience or outside reading (contact: michael.gehl@gmail.com). By the end of the course, students should be able to:

-Identify and prioritize client strategic business and tax objectives.

-Know how to communicate with clients to (1) elicit information necessary to identify and prioritize client objectives and (2) advise clients regarding choice and implementation of strategic planning options.

By the end of the course the student should acquire the following substantive knowledge:

-Which types of business entities are best suited to address different client situations and objectives

-Different types of financing used to capitalize private businesses and the tax and non-tax advantages and disadvantages of each type of financing

-How businesses are bought and sold, including different deal structures and tax effects

-Key elements of executive employment agreements

-How deferred compensation and stock-based compensation work

-Key issues in family business transition planning, including transfer of control and tax minimization

Corporate Governance & Deals Lab

Course Page for Spring 2021 - Nili, Yaron

This experiential course applies business law concepts and theory to the practice of corporate law. Through a series of simulations, students will encounter real-world scenarios and use practical lawyering skills as they learn to negotiate, draft and design the different deal documents in complex mergers and acquisitions and leveraged buyouts; negotiate and draft Private Equity fund formation documents; and simulate real-life cases of shareholder activism and other corporate governance issues. Student will be expected to submit several short written assignments as well as participate in a larger final project.

Learning Outcomes - students will have achieved the following:
1. Acquire a basic understanding of the economics of corporate transactions and the practical impact of corporate law on deals and the structure of a business transaction.
2. Demonstrate knowledge of the types of basic legal documents used in corporate settings.
3. Develop a strong understanding of how corporate law theories impact the shaping of the legal landscape.
4. Acquire a basic ability to draft transactional documents and develop a strong understanding of the structure and content of these documents.
5. Acquire a rudimentary research capability in the topics of corporate governance and corporate finance.

Recent Offerings of this course by this instructor

Corporate Governance and Deals Lab

Course Page for Fall 2018 - Nili, Yaron

This experiential course applies business law concepts and theory to the practice of corporate law. Through a series of simulations, students will encounter real-world scenarios and use practical lawyering skills as they learn to negotiate, draft and design the different deal documents in complex mergers and acquisitions and leveraged buyouts; negotiate and draft Private Equity fund formation documents; and simulate real-life cases of shareholder activism and other corporate governance issues. Student will be expected to submit several short written assignments as well as participate in a larger final project.

Learning Outcomes - students will have achieved the following:
1. Acquire a basic understanding of the economics of corporate transactions and the practical impact of corporate law on deals and the structure of a business transaction.
2. Demonstrate knowledge of the types of basic legal documents used in corporate settings.
3. Develop a strong understanding of how corporate law theories impact the shaping of the legal landscape.
4. Acquire a basic ability to draft transactional documents and develop a strong understanding of the structure and content of these documents.
5. Acquire a rudimentary research capability in the topics of corporate governance and corporate finance.

Recent Offerings of this course by this instructor