Foundational Doctrinal Courses

3 credits

Alternative business entities -- particularly LLCs and partnerships -- have become entities of choice, and many more LLCs are now formed than corporations incorporated (especially in Delaware, where more than 70 of new companies are LLCs). The course will address choice of entity decisions, examine the differences and similarities among alternative business entities, including new forms such as the decentralized autonomous organization (DAO) and consider questions involving management, fiduciary and other duties, obligations to non- owners and economic and tax issues. The class will also consider the diverse use cases for alternative entities and the intersection of alternative entity law with securities law, bankruptcy law, and other sometimes inconsistent statutory regimes.

3 credits

This course covers the foundations of corporate finance. It starts with the concepts of time value of money, discounting, and present value. With that background it then considers the major financial decisions made by corporate managers. Topics include the valuation of financial assets and liabilities, criteria for making investment decisions, business valuation, relationships between risk and return, portfolio theory, market efficiency, capital structure choice, and cost of capital. PREREQUISITE: Business Fundamentals, Corporation

4 credits

Course about the legal structure and characteristics of business corporations. Topics include the promotion and formation of corporations; the distribution of power between management and shareholders; the limitations on management powers imposed by state law fiduciary duties and federal securities laws; shareholder derivative suits; capital structure and financing of corporations; and fundamental changes in corporate structure, such as mergers and sales of assets. Hirst’s Section: This section covers similar topics, but has a different emphasis and approach, involving fewer cases, and more exercises and analysis of real-world transactions and documents, including from Tesla, Twitter, and Boeing. The course involves self-directed learning through the submission of multiple choice quizzes, and some use of corporate-finance-style numerical analyses. Laptops and similar devices are generally not permitted without an accommodation. The course serves as a prerequisite to advanced courses. PREREQUISITE: Business Fundamentals.

2 credits

Understanding financial statements and reports. The objective of the course is that students will be able to read and understand the four financial statements and the 10-k annual report. Emphasis is placed on understanding the nature and meaning of the reports, as well as the relationship to the underlying transactions. Other topics include: basic accounting principles, US GAAP versus IFRS, financial statement analysis, the relationship of the financial statement information to covenant documents, and accounting gamesmanship. RESTRICTION: Not open to students who have had more than one three-hour college course, or its equivalent, in accounting. GRADING NOTICE: This class does not offer the CR/NC/H option.

4 credits

The income tax is a pervasive feature of life in the United States and lawyers encounter tax issues in virtually every field of practice. This course introduces students to the fundamental principles of the federal income tax, and its impact on a wide range of matters, including employment, tort claims, divorce, retirement, and especially business activities and investments of all types Topics include: the concept of income, determination of gross income, allowance of deductions and the determination of taxable income, identification of the taxpayer, taxable periods and timing, the determination of gain or loss (including realization and recognition) from dealings in property, the concept of income tax basis, and the process of change in the tax law. GRADING NOTICE: Professor Dean’s section does not offer the CR/NC/H option.