LAW 660-02 Closely Held Businesses

As part of the advanced curriculum in the law of business organizations, this course provides an in-depth analysis of the myriad legal problems involved in the formation and operation of closely held businesses, i.e., those businesses whose ownership interests are not publicly traded. We will consider unincorporated business entities - including the general partnership, the limited partnership (LP), the limited liability partnership (LLP), and the limited liability company (LLC) - as well as the incorporated closely held business in the form of the close corporation. The main issues discussed for each form of business organization are the mechanics of entity formation; management and control of the closely held business; financial rights and liabilities of the entities owners; fiduciary duties among the entities owners; the transferability of entity ownership; and exit rights during dissociation and dissolution. Prerequisite: Law 551 Business Organizations.