LAW 5002 - Business Planning

Institution:

Villanova University

Subject:

Description:

Description: PREREQUISITES: Intro to Federal Taxation (7034) and Business Organizations (7110) This course addresses three simple planning problems that a small business might encounter as it grows. The first problem focuses on a going business that is organized as a single-member LLC and that seeks to incorporate in connection with the advent of two new investors. One of the new investors -- who has little or no cash -- will contribute intellectual property and know-how and will serve as an employee in exchange for an ownership interest. The other new investor is a small venture capital firm that has agreed to lend a substantial sum to the company. The VC firm also wants a significant control rights and substantial equity participation. The existing owner will contribute the assets and liabilities of the existing business and wants to retain ultimate control of the business. The second and third problems involve the reorganization of the business so as to facilitate the retirement of the original owner and assumption of control by the employee-stockholder, and the redemption of the original owner s equity interest in the business by means of a repurchase over time. Each of the problems raises issues relating to accounting, valuation, financial structure, control, and tax treatment. The course differs from most law school courses in that the focus is on planning rather than dispute resolution. Students must draw on their knowledge of business organizations and tax law to develop a comprehensive plan that will achieve the goals of the client. Rather than focusing on cases, course materials consist primarily of statutes and various secondary sources including forms for such documents as term sheets, articles of incorporation, bylaws, stockholder agreements (including buy-sell agreements), employment agreements, attorney- client letters, closing opinions, and so forth. The course emphasizes the planning and counseling function of the lawyer and the peculiar ethical issues that airse in that context. There will be a series of brief writing assignments during the semester and a somewhat more substantial assignment that will serve as a take-home examination.This class satisfies the practical writing requirement. To enroll students must have completed both Business Organizations and Introduction to Federal Taxation. 3.00credit(s) Restrictions: Must be enrolled in one of the following Levels: Law School Prerequisites:

Credits:

3.00

Credit Hours:

Prerequisites:

Corequisites:

Exclusions:

Level:

Instructional Type:

Lecture

Notes:

Additional Information:

Historical Version(s):

Institution Website:

www.villanova.edu

Phone Number:

(610) 519-4500

Regional Accreditation:

Middle States Association of Colleges and Schools

Calendar System:

Semester

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