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Business Organizations Drafting

This course introduces students to documents required to create and capitalize corporations, partnerships, and limited liability companies.  It begins by discussing capital structure and the fundamentals of corporate finance and proceeds to examine a public company’s certificate of incorporation and bylaws.  The next unit studies shareholder and similar agreements, requiring students to draft selected provisions of those agreements.  Moving beyond equity capital, students analyze and draft documents for senior debt and mezzanine capital, including subordinated debt and preferred stock.  Students also learn about corporate forms for joint ventures and consider governance, exit, termination, dispute resolution and compliance provisions.  3 credits.  Pre-requisite:  Corporations.