General Course Descriptions for Terms: business organization


741 - Business Organizations II



817 - Business Organizations I



950 - Business Organizations Module



953 - SP Bus. Orgs: Advising Private Business Owners

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