Course Description



Prerequisites: Introduction to Federal Income Tax and Business Organizations.

LE: 15

This course aims to combine tax, business, and securities law skills in an intensive drafting and negotiation format. Working alone and in pairs, students work on assignments including choice of business entity (corporation, partnership, LLC); preparation of basic corporate documents (articles of incorporation, by-laws, and shareholders agreement); LLC operating agreement; and a simulated venture capital transaction. The LLC and venture capital units include a negotiation component, with students proceeding to draft the agreement that they have negotiated. The course includes substantial background readings and regular meeting with the instructor(s) to review negotiating positions and drafts of documents. The course includes a short final examination as well as extensive in-class writing.