Business Entity Fundamentals - Fall 2021

There are several things you should know if you sign up for this section of the course:

1.  This will be an entirely remote “synchronous” class conducted via Zoom, Mondays and Wednesdays from 6:00-7:50 pm.

2.  With the caveat that it is subject to change, you can find the anticipated syllabus for the 2021 version of the course here.

3.  It is NOT purely a bar preparation course.  While we will cover fundamental business law doctrine, my primary purpose is to teach the kind of business law that business lawyers need to know.  Hence, we get involved in a lot of business context. 

4. I firmly believe that business lawyers have to have some familiarity with financial concepts.  Hence, there is some simple arithmetic and algebra in the course.  We will spend a significant amount of time learning some basic accounting and then exploring where accounting and legal issues intersect. To put it more bluntly, trying to be a business lawyer without understanding basic accounting is like trying to master French literature without knowing any French.

5. There are different approaches to teaching this material.  One is to proceed from organizational form to organizational form:  first study agency, then partnership, then corporations, etc.  The other is to teach the material comparatively.  I opt for the latter.  We do an overview of the fundamentals of sole proprietorship, partnership, corporation, and LLC at the beginning, and then study topics like ownership and management, financial rights, and fiduciary duties where we see more vividly the similarities and differences.

6. Unfortunately, there is still no casebook that matches my teaching format precisely for the combined entry level course that covers all the forms.  For many years I only taught the LLC & Partnership course.  As to that course, I was a co-author of a casebook and designed to match my format.  In this course, we will use that book along with a relatively inexpensive book on Corporate Law, and cases I will make available on Blackboard.

7. As noted in the Syllabus, my grading method reflects the sheer size of the class and the breadth of its coverage.  One-half of the grade will be based on the aggregate of open-book quizzes to be administered through Blackboard at the end of each unit (you must do the quizzes on your own), with the lowest quiz score dropped.  One-half of the grade will be based on an open-book multiple choice final (assuming that we have in-house timed exams in Fall 2020).

© Jeffrey Lipshaw 2013