Business Organizations Drafting

This course will focus on the documents required to create and capitalize corporations, partnerships, and limited liability companies.  The class will begin by discussing capital structure and fundamentals of corporate finance.  It will then examine a public company‚Äôs certificate of incorporation and bylaws, including provisions relating to takeover defenses.  The class will study shareholder and similar agreements and draft selected provisions of those agreements.  Moving beyond equity capital, students will analyze documents for senior debt and mezzanine capital, including subordinated debt and preferred stock, and draft provisions of these documents.  The class will also learn about joint ventures, which can take many corporate forms, and consider the governance, exit, termination, dispute resolution and compliance provisions.

Important: A student may enroll in only one Advanced Legal Writing course each semester. Further, a student may not repeat any advanced Legal Writing course (all sections of Commercial Drafting and I.P. Drafting count as the same course). None of the drafting courses satisfies the writing requirement.

Credits: 3

Type: SEM

Pre-requisites: Corporations