Law School Course Areas and Related Classes
WHAT THIS AREA IS ABOUT. The subject area of business organizations deals with the forms in which business is conducted in modern society. It deals primarily with the corporation and the corporate form of business but also considers partnerships, limited partnerships, limited liability companies, and some other forms of business organization. It deals generally with problems of formation, operation, financing, and governmental regulation.
The study of the corporation and the corporate form of business is emphasized because most business-related assets in the United States are owned and operated by corporations. Some corporations, such as General Motors and Exxon, are huge enterprises with billions of dollars of assets, hundreds of thousands of employees, and millions of investor-owners. Smaller corporations owned by a few persons are even more numerous and present problems of regulation and control that are quite different from the large publicly held corporation.
The business organization area heavily emphasizes statutory analysis--the state corporation and securities statutes, the partnership statutes, the federal securities laws, and the federal income tax statutes. There is, nevertheless, a very strong streak of common law and equitable principles in many courses in this area.
Practically all lawyers (both litigators and corporate lawyers in private practice as well as lawyers in public service) have to deal with problems of business organizations in their practice and personal life.
BASIC COURSES. The initial course in this sequence would be either the four-unit "Business Associations" or the five-unit "Business Associations (Enriched)." Both versions constitute a survey course and an introduction to the modern law of business organizations. Some students take only this initial course.
From time to time, this initial course may be offered in two versions, a four-unit version and a five-unit version. The five-unit version will explore certain issues in greater depth and cover certain corporate governance and other issues that are not dealt with in the four-unit version. As detailed in the course description for "Business Associations (Enriched)," it also has a greater focus on publicly-held corporations and modern corporate and capital market developments. The five-unit version requires no background knowledge. Indeed, students without business-related educational or work backgrounds can plan to take either version without concern that they may be "in over their heads."
For students who wish to take additional courses, the two logical choices are Securities Regulation and Corporate Finance, both of which are offered regularly, often in multiple sections during an academic year. For more information on these courses, please refer to "Specialized Courses" below. Basic Business and Financial Concepts has been offered from time to time in recent years. It is designed as a "mini-course" offered for three hours a week for four weeks. Designed only for students with absolutely no business background, it involves a pass/fail examination and one hour credit.
PREREQUISITES. There is no prerequisite for either version of Business Associations. There is a relatively small amount of federal income taxation discussed in both versions of the Business Associations course. It is not necessary to have taken, or be taking concurrently, a tax course in order to do well in either version. On the other hand, many students have stated that it is helpful to have either version of Business Associations for the basic federal income tax courses; as a result, the two courses are often taken concurrently. Either version of Business Associations would serve as a prerequisite for all advanced business organizations courses (except Accounting for Lawyers, for which it is not required) and for several specialized tax courses.
HOW TO SAMPLE THE AREA. Take either the four-unit Business Associations or the five-unit Business Associations (Enriched).
SPECIALIZED COURSES. The two advanced courses in this area most often taken by students are Securities Regulation and Corporate Finance. Securities Regulation offers an intensive introduction to federal securities law, including the regulation of the distribution of securities. Securities Regulation is an important course. The subject matter is difficult to master on one's own and both transactional lawyers and litigators as well as lawyers in public service find that they must deal with federal securities law issues in a surprisingly wide range of contexts. The second specialized course, Corporate Finance, considers a variety of topics usually not considered in Business Associations, including an introduction to mergers, takeovers, and the rights of senior security holders. If one has to choose between these two courses, it is probably sensible to take Securities Regulation.
Accounting for Lawyers is a three-unit survey course in accounting for students with an interest in the area but with no accounting background. A two-unit version is also offered for students with some background in accounting. Consult the course description for more details.
Taxation of Corporations; Taxation of Partnerships and S Corporations; and the seminar on Business Planning are specialized courses with a strong emphasis on the relationship between the federal income tax and business organizations. These courses are generally taught by the tax faculty and also are sensible courses for a student interested in specializing in this area to take.