Pre-Requisites: Business Associations I and Federal Income Tax.
The faculty also recommends taking this course after, or concurrently with, Taxation of Business Enterprises.
Business Planning surveys legal considerations in forming, operating, and selling or otherwise exiting closely-held businesses, and prepares students to practice in a transactional setting. Particular emphasis is placed on representing entrepreneurs.
The course builds on the foundation laid in Business Associations I and Federal Income Tax and uses readings, problem sets, sample agreements, statutes and regulations, and class discussion to help students begin to recognize and deal effectively with the issues involved in both (a) selecting a sole-proprietorship, partnership, corporation or limited liability company as the form for engaging in business, and (b) structuring the economic benefits, management, and ownership succession of entities among multiple owners.
The course will devote substantial time to:
• understanding and drafting documents that form and govern a business entity;
• reviewing the basic tax consequences of setting up, selling, or liquidating an entity in various settings; and
• obtaining financing -- including equity investors -- for a small business.
Other topics may include: mergers and acquisitions, reorganizations, intellectual property concerns, employee compensation and securities laws, all in the context of a closely held business.
The course is designed not only to expose students to substantive areas of law, but to engage them in creative, transactional practice. Intensive, lengthy simulations will allow students to develop skills of
• understanding the business objectives of clients, particularly entrepreneurs;
• structuring transactions to meet those objectives;
• negotiating and drafting agreements; and
• recognizing ethical issues in a business law context.
Business Planning is therefore a planning course that combines theory with practice. The course grade is based primarily on multiple intensive writing assignments, which require students to draft and explain documents that an attorney would likely use in practice. The semester culminates with a weekend negotiation simulation in which members of the local bar and business community role play as clients and provide feedback to students.