Lifecycle of a Corporation

2 credits · Law School

This course will examine the life cycle of and significant events in representing a corporation. It will focus on the major stages or themes: formation, the respective roles of shareholders, directors and officers, how various transactions are authorized and the duties and responsibilities of shareholders, directors and officers in implementing them, funding ongoing operations (through public and private debt and equity financings), expansion through franchising, the legal opinions that you might be required to provide in the course of your representation of the corporation, and exiting through a merger or sale of the company. We will use as a case study a fairly recent change in control corporate transaction involving a controlling shareholder and discuss in detail the actions and responsibilities of directors and their counsel. Students will prepare actual corporate charters, corporate resolutions, buy-sell agreements, offer letters, transaction closing documents and discuss the details of other items such as non-disclosure agreements, stock, merger and asset purchase agreements. We also will discuss the ethical responsibilities of attorneys in corporate and securities transactions. Prerequisites or Co-requisites: Corporations (LAW 7114) OR Corporations and Business Entities (LAW 7116); AND Securities Regulation (LAW 8190). [2]