953 SP Bus. Orgs, Spring 2011 to Spring 2018

Categories: Business, Corporate, Commercial Law Law Practice Skills

Advising Private Business Owners

Course Page for Fall 2016 - Gehl, Michael

The course focuses on the role of the lawyer as an advisor to closely held businesses and their owners. Numerous case studies are used to expose the student to a broad range of structural planning issues and the practical and analytical challenges of the planning process. There is a heavy emphasis on planning traps and creative planning strategies. Different types of closely held businesses are analyzed, compared and contrasted in case studies that raise important issues in co-ownership planning, enterprise funding, owner compensation, structuring profit and capital interests, profit distribution planning, exit and business transition planning, key executive planning and employee relations and benefits. Numerous drafting considerations and implementation mechanics also are reviewed. The course is designed to broaden the student’s substantive knowledge on a broad range of issues and to help the student develop three essential planning skills: (1) the ability to identify and address business objectives, not just legal issues; (2) the ability to evaluate and apply specific strategic options; and (3) the ability to effectively communicate with non-lawyers. The text used contains case studies and related problems, as well as resource materials which provide students with background information required to evaluate and develop solutions for the problems. Due to the broad scope of topics covered by the problems, the reading assignments (all of which are in the text) are relatively extensive. Each student will be assigned two of the problems and will be required to (1) participate in a role play exercise with the instructor with respect to each problem (with the student playing the role of lawyer) and (2) write a formal legal memorandum to the instructor (assuming he is a partner in a law firm who has assigned the problem to the student) with respect to the second problem, analyzing the problem and discussing proposed solutions. The role play exercises and memos are graded and constitute 25% of the student’s course grade, with the final exam constituting 75%. Prerequisites: Business Organizations I and Taxation I (or equivalent undergraduate or graduate level basic income tax course). Also, for students who have not had Tax I, required summer reading in Tax topics may be substituted: contact Jane Heymann at jheymann@wisc.edu for list of required reading.

By the end of the course, students should be able to:

Identify and prioritize client strategic business and tax objectives.

Understand key business, financial and tax terminology.

Know how to communicate with clients to:

Elicit information necessary to identify and prioritize client objectives

Advise clients regarding choice and implementation of strategic planning options at a level understandable by clients

Be able to write a legal memorandum to a law firm partner analyzing various strategic planning options available to address a client’s objectives and recommending the preferable option

By the end of the course the student should know:

Different types of business entities and which entity is best suited to address a particular client’s needs from standpoint of owners relationship, operational and tax objectives and exit strategies

Documents used to organize each type of entity and establish relationship among owners and key drafting issues for such documents

Different types of financing used to capitalize private businesses and the tax and non-tax advantages and disadvantages of each type of financing

How to do basic tax planning for different types of business entities

How businesses are bought and sold, including different deal structures, tax effects of different deal structures and deal documentation

Key elements of executive employment agreements

How deferred compensation works

How stock and stock equivalent rights can be used to compensate key executives

Key issues in family business transition planning, including transfer of control, financing and tax minimization

Basic structure of estate plans for private business owners and how multiple entities can be used to achieve estate planning goals

Recent Offerings of this course by this instructor

Corporate Governance and Deals Lab

Course Page for Spring 2018 - Nili, Yaron

This experiential course applies business law concepts and theory to the practice of corporate law. Through a series of simulations, students will encounter real-world scenarios and use practical lawyering skills as they learn to negotiate, draft and design the different deal documents in complex mergers and acquisitions and leveraged buyouts; negotiate and draft Private Equity fund formation documents; and simulate real-life cases of shareholder activism and other corporate governance issues. Student will be expected to submit several short written assignments as well as participate in a larger final project.

Learning Outcomes - students will have achieved the following:
1. Acquire a basic understanding of the economics of corporate transactions and the practical impact of corporate law on deals and the structure of a business transaction.
2. Demonstrate knowledge of the types of basic legal documents used in corporate settings.
3. Develop a strong understanding of how corporate law theories impact the shaping of the legal landscape.
4. Acquire a basic ability to draft transactional documents and develop a strong understanding of the structure and content of these documents.
5. Acquire a rudimentary research capability in the topics of corporate governance and corporate finance.

Recent Offerings of this course by this instructor

Law & Entrepreneurship

Course Page for Spring 2013 - Ibrahim, Darian

Selected Problems in Business Organization: Law & Entrepreneurship The intersection of law and entrepreneurship is an emerging field of study. This course explores the common legal and economic issues faced by highly innovative start-up companies and the angel investors and venture capitalists who fund them.

Transactional IP

Course Page for Spring 2016 - Frenchick, Grady

This course will examine intellectual property, viz., patent, trademark (including branding and brand selection), copyright, and trade secret issues in various business contexts. Class meetings will focus upon the theory and practice reflected in current IP business practices and pending cases and transactions dealing with protection and licensing of intellectual property, licensing practices having antitrust implications, contract negotiation, intellectual property commercialization particularly in the highly regulated life sciences space and other current legal issues at the intersection of intellectual property, contract and business law.

A significant number of the class meetings will be conducted using Skype or other similar program.

The class will be offered for 2 or 3 credits with a 20 page paper for 2 credits and a 30 page paper for three credits. The course serves as a capstone for business students interested in intellectual property and intellectual property students interested in business law and policy. The goal is to allow students to see intellectual property in practice and to synthesize intellectual property and business policy as reflected in contractual arrangements. Recommended courses: Introduction to Intellectual Property or Copyright or Patent and Business Organization.

Transactional Skills Workshop

Course Page for Spring 2012 - Lipson, Jonathan

Transactional Skills Workshop:This simulation course
immerses students in a series of real-life transactions organized around the formation and early life of a high-tech startup.  Students role-play as lawyers and clients for the three principal actors in a fairly typical deal: the entrepreneurs, their former employer and their investor.  Students will work in teams on many of the important elements of these transactions, including negotiating and documenting corporate charters, bylaws, technology licenses, stock purchase agreements, employment agreements, and so on.  Prerequisites: Business Organizations I.  It is limited to 12 students and satisfies the upper-level writing requirement.  Please contact Professor Lipson (jlipson@wisc.edu) if you have questions about the Workshop.

Recent Offerings of this course by this instructor