LAW 217P - Business Planning Practicum.

This course is aimed at students who expect to be legal advisors to business leaders. The principles of law learned in the corporate, tax, and other commercial courses are drawn together as students perform lawyer-like work on common, but complex and intellectually-demanding, business transactions. Students, for example, advise two entrepreneurs as to the best organizational form for a start-up biotech venture and prepare an actual operating agreement for the proposed deal. They also confront intellectual property topics, professional responsibility concerns, and a host of other business and finance issues as they design the optimal business arrangement for the venture. Students next confront a challenging financing issue. Drawing on their understanding of securities regulation – covering both public offerings and private capital formation – they analyze, and express views on, the choice between conducting an IPO or entering a corporate joint venture to finance a growing business. They then negotiate and prepare (and revise) a detailed letter of intent, addressing all pertinent issues, for a proposed Delaware corporate joint venture between the LLC they earlier formed and an unrelated public corporation. Finally, students handle selected issues associated with the purchase and sale of a business. They work with an Asset Purchase Agreement and ancillary documents in this setting. As they do so, they see how a broad range of legal subjects must be thoroughly understood and addressed in order to handle a complex sale and purchase transaction. Five hours. Johnson Prerequisites: Close Business Arrangements and Federal Income Taxation of Individuals.