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Apr 28, 2024
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2023-2024 College Catalog [ARCHIVED CATALOG]
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PAR 215 - Corporate Law Procedures 3 Credits, 3 Contact Hours 3 lecture periods 0 lab periods
Procedures and document drafting for the formation of business entities. Includes introduction to agency law, non-corporate entities, business corporations, corporation changes, forms of corporations, financing a public or private corporation, changes in corporate structure, and the role of the paralegal in corporate law.
Prerequisite(s): PAR 101 Information: Prerequisite(s) may be waived if employed in a legal-related field, or if pursuing a post-degree certificate; see a PAR advisor or course instructor.
Course Learning Outcomes
- Discuss the theory of agency and its effects on business entities.
- Explain the structure of and the procedures required for formation of non-corporate entities.
- Explain the structure of and the procedures required for formation of business corporations.
- Describe the documentation required for corporate changes: meeting minutes, amending documents, filing, and publication requirements.
- Explain the process for qualification of corporations in foreign jurisdictions, and the formation and maintenance differences between a profit and a non-profit corporation.
- Explain the components of corporate capitalization and differentiate between equity and debt securities; between public and private corporations and SEC controls.
- Describe the documentation required for corporation merger, share exchange, consolidation, winding up, and dissolution of a business corporation.
- Explain the role and responsibilities of a paralegal in the preparation of documents necessary for incorporation or the organization of other business entities.
Outline:
- Introduction to Agency Law
- Fiduciary responsibility
- Statutory regulation
- Application to business
- Non-corporate Entities
- Sole proprietorships and general partnerships
- Limited liability partnership and limited partnership
- Limited liability companies - theory and formation
- Limited liability companies - management, changes, and dissolution
- Business Corporations
- Formation - articles of incorporation and bylaws
- Procedures
- Meeting procedures - minutes
- Resolutions
- Actions in lieu
- Annual reports
- Corporation Changes
- Amendments
- Articles
- Bylaws
- State statutes that apply
- Application to do business in another state
- Forms of Corporations
- Foreign corporations
- Non-profit corporations
- S-corporations
- Close corporations
- Financing a Public or Private Corporation
- Stock subscriptions
- Shareholder agreements
- Stock restrictions/exchanges
- Federal controls – SEC regulations on stock
- Dividends and distributions
- Changes in Corporate Structure
- Mergers
- Consolidations
- Share exchange
- Winding-up
- Dissolution
- Public and Private corporate dissolution
- Procedures and reports
- Continuing education for change
- Available resources
Effective Term: Fall 2009
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