LAWS180 Business Organizations: Paralegal

Department of Business Studies: Paralegal/Law

I. Course Number and Title
LAWS180 Business Organizations: Paralegal
II. Number of Credits
3 credits
III. Minimum Number of Instructional Minutes Per Semester
2250 minutes
IV. Prerequisites
LAWS100 or LAWS110
Corequisites
None
V. Other Pertinent Information
None
VI. Catalog Course Description
An overview of corporations pursuant to the Pennsylvania Corporation Law, and partnerships pursuant to the Uniformed Partnership Act, as well as sole proprietorships in businesses. An analysis of the rules and reasons as they apply to the individual in business as either a sole proprietorship, corporation, or partnership.
VII. Required Course Content and Direction
  1. Learning Goals:

    1. Practical knowledge of the elements of a business under a sole proprietorship.
    2. Practical knowledge of advantages and disadvantages including but not limited to taxation.
    3. Practical aspects of assisting the business lawyer to prepare detailed Partnerships Agreements and Corporations, including but not limited to Sub-Chapter S Corporations and the understanding of the tax advantages and disadvantages of same.
    4. Knowledge of the function and operation of the Courts in the context of preparation of corporate documents, i.e., Articles of Incorporation and Registry Statements, along with basic skills in the knowledge and understanding of what has to be investigated and prepared for Partnership Agreements.
    5. Understanding the basic business entities as related to what is best for the client in terms of management of time, liabilities, and tax advantages.
    6. Investigation, including interviewing of individuals and their proposed partners or all shareholders in a corporation.
    7. Preparation of Articles of Incorporation, Registry Statements, Stock Certificates and Transfers; Preparation of model Partnerships Agreement where individuals are partners as well as where a corporation is a partner with an individual or another corporation.
    8. Understanding the Business Corporation Law as it relates to the individual needs of the client as well as the Uniformed Partnership Act.
  2. Planned Sequence of Topics and/or Learning Activities:

    1. Agency in a Business Organization
      1. Definition and elements of agency
      2. Types of principals
      3. Types of agents
      4. Agency authority
      5. Torts committed by agents
      6. Agents for a business enterprise
    2. Sole Proprietorship
      1. Characteristics
      2. Liability of the sole proprietorship
      3. Termination upon death of the proprietor
      4. Taxation of a sole proprietorship
      5. Formation and operation of a sole proprietorship
      6. Characteristics of a partnership
      7. Partnership property
      8. Partner''s interest in a partnership
      9. Management of a partnership
      10. Profits and losses
    3. Liability of Partners
      1. Dissolution and termination of a partnership
      2. Tax considerations of a general partnership
      3. Formation and operation of a general partnership
      4. Limited partnership
      5. Characteristics of a limited partnership
      6. General partners of a limited partnership
      7. Limited liability and contributions
      8. Management and control
    4. Admission, Substitution, and Withdrawal of a Limited Partner
      1. Dissolution of a limited partnership
      2. Taxation of a limited partnership
      3. Formation and operation of a limited partnership
      4. Limited liability company
      5. Characteristics
      6. Statutory powers of a limited liability Company
      7. Ownership and management of a limited liability company
      8. Managers
    5. Transferability Membership Interest
      1. Finance
      2. Continuity of existence and dissolution
      3. Conversion of other entities and merger
      4. Taxation of a limited liability company
      5. Formation and documentation of a limited liability company
    6. Business Corporation
      1. Entity characteristics of a corporation
      2. Statutory powers of a corporation
      3. Ownership and management of a limited liability company
      4. Managers
      5. Transferability of membership interest
      6. Finance
      7. Continuity of existence and dissolution
    7. Business Corporation
      1. Entity characteristics of a corporation
      2. Statutory powers of a corporation
      3. Ownership and management of a corporation
      4. Limited liability
      5. Continuity of existence and dissolution
      6. Taxation of a corporation
      7. Special corporate forms
      8. Close corporations
      9. Professional corporations
    8. Formation of a Corporation
      1. Preincorporation responsibility
      2. Preincorporation share subscriptions
      3. Selections of jurisdiction
      4. Selection and reservation of corporate name
    9. The Articles of Incorporation
      1. Filing and other formalities
      2. Corporate existence
      3. Formalities after formation of a corporation
      4. Bylaws
    10. Corporate Financial Structure
      1. Generally
      2. Types of corporate securities
      3. Equity securities
      4. Stages of equity securities
      5. Par Value or No Par Value
      6. Certificates for shares
      7. Classifications of shares .
      8. Fractions of shares or scrip
      9. Consideration for shares
      10. Common stock rights
      11. Preferred stock rights
      12. Transfer agents
      13. Debt securities
      14. Types of corporate debt securities
      15. Trust indenture
      16. Common provisions in debt securities
      17. Important considerations regarding debt and equity
    11. Meetings
      1. Types and purposes
      2. Requirements for organizational meetings
      3. Directors'' organizational meeting
      4. Incorporators'' organizational meeting
      5. Business conducted at organizational meetings
      6. Directors'' regular and special meetings
      7. Shareholder meetings
      8. Shareholder business and vote required
      9. Action without a meeting
      10. Minutes
      11. Special preparation for public company shareholder meetinvas
    12. Corporate Dividends and Other Distributions
      1. Types of corporate distributions
      2. Sources of funds for distribution
      3. Cash and property dividends
      4. Share dividends
      5. Stock splits
      6. Corporation''s purchase of its own shares
      7. Partial liquidations
      8. Dissolution and liquidation
      9. Employment and compensation
      10. Employment agreements
      11. Employee handbooks and manuals
      12. Restrictive and propriety covenants
    13. Employer''s Right to Employee Work Product
      1. Trade secret protection
      2. Covenants Not to Compete
      3. Incentive compensation plans deferred
      4. Compensation pension and profit sharing plans
      5. Incentive stock options
      6. Insurance programs
      7. Employee expense reimbursement plans
      8. Corporations in foreign selection of jurisdiction
      9. Constitutional basis for qualification
      10. Authorization to qualify as a foreign corporation
      11. Statutory prohibition from doing business without qualification
    14. Transacting Business
      1. Sanctions for not qualifying
      2. Application for certificate of authority
      3. Certificate of authority
      4. Effect of qualification
      5. Structural chances
      6. Withdrawal of authority
      7. Revocation of certificate of authority
      8. Changes in corporate structure and dissolution
      9. Amendment of the Articles of Incorporation
      10. Merger, consolidation, and exchange
      11. Sale, mortgage, or other disposition of assets
      12. Rights of dissenting shareholders
      13. Voluntary dissolution
      14. Involuntary dissolution
      15. Liquidation
  3. Assessment Methods for Core Learning Goals:

  4. Reference, Resource, or Learning Materials to be used by Students:

    See course outline for required textbook and other supplements
VIII. Teaching Methods Employed
  1. Reading Assignments
  2. Classroom lectures
  3. Discussion of questions, exercises and problems, cases and projects
  4. Audiovisual aids

Review/Approval Date - 9/02