Course Descriptions—LL.M. in Closely-held Businesses

Required Courses

LLMC 860 Design and Drafting of Corporate Operating Documents (2 credits)

This course is an intensive drafting course. Students will design and draft all of the necessary documents for the creation and operation of a corporation, including articles of organization, bylaws, and shareholder agreements. The course will also explore the issue of choosing the state in which the corporation should be formed.

LLMC 861 Income Taxation of Corporations (2 credits)

This course studies the federal taxation of corporations and their shareholders. Emphasis will be given to the tax issues involving closely-held corporations, including corporate formation, structure, distribution of profits and liquidation. Topics will encompass dividend distributions, stock redemptions, personal holding companies, accumulated earnings and subchapter S election.

LLMC 862  Operation, Management and Control of Closely-held Businesses (2 credits)

This course provides an overview of the legal problems involved in the formation and operation of closely-held businesses.  For purposes of this course the term closely-held business will mean any business whose ownership interests are not publicly traded.  The course will focus on both the unincorporated and incorporated business. Primary emphasis will be given to the limited liability company, the limited liability partnership and closely-held corporations. Topics will include the mechanics of entity formation; management and control of the closely-held business; financial rights and liabilities of the entity’s owners; fiduciary duties among the entity’s owners; the transferability of entity ownership; and exit rights during dissociation and dissolution.

LLMC 863 Business Financing (2 credits)

The course will explore the financing options for a business entity. Areas of discussion will include conventional commercial financing, venture capital and other private equity financing.

LLMC 864 Design and Drafting of Limited Liability Company Operating Documents (2 credits)

This course is an intensive drafting course. Students will design and draft all of the necessary documents for the creation and operation of a limited liability company, including the operating agreement. The course will also explore the issue of choosing the state in which the limited liability company should be formed.

LLMC 865 Income Taxation of Limited Liability Companies and Partnerships (2 credits)

This course focuses on the income tax treatment of partnerships and limited liability companies. Areas of study will include the formation of a partnership; basis of partnership interests and assets; effect of liabilities on basis; allocation of income and deductions. Topics will also include the termination of partnerships; family partnerships; sales and exchanges of partnership interests; liquidating and non-liquidating distributions; death of a partner and retirement of a partner.

Elective Courses

LLMC 836   Income Taxation of Pass-Through Entities (2 credits)

This course focuses on the income tax treatment of partnerships, limited liability companies, and Subchapter S Corporations.  Areas of student will include tax consequences from the operation of the entity, the tax consequences from retirement or death of an owner, from the redemption of an owner's interest, and from the liquidation or sale of the entity.  

 LLMC 850 Accounting for Lawyers (2 credits)

This course is designed to teach the fundamental concepts of accounting that a business attorney should know.  The course is for students with no background in accounting. Areas will include the  basic understanding of financial statements, accounting mechanics, and underlying accounting concepts and principles.  

LLMC 832 Business Succession Planning  (2 credits)

This course will consider the issues that owners of closely-held businesses face in the operation and disposition of their business interests. The course will consider the operational and transfer problems for unrelated business owners as well as the operational and transfer problems for family owned businesses.  Areas of study will include buy/sell agreements, life insurance, and alternative methods of succession.

LLMC 852  Commercial Real Estate Transactions (2 credits)

This course will focus on both the tax and non-tax issues of commercial real estate transactions. Topics will include structuring the transaction, financing the deal; and choice of entity to own real estate; postponement of tax through section 1031 like-kind exchanges.

LLMC 853  Designing Fringe Benefits and other Compensation for Owners and Key Employees (2 credits)

This course will explore the creative ways in which the business owner and other key employees can be compensated. Topics will include stock options, non-qualified deferred compensation agreements (section 409A of the Internal Revenue Code); substantial risk of forfeiture issues under section 83 of the Internal Revenue Code; cafeteria plans; and life insurance.

LLMC 854 Employment Law  (2 credits)

This course provides a basic overview of employment law. Topics will include employment  agreement, wrongful discharge, wage and hour laws (FLSA), leave (e.g., FMLA), safety (OSHA), and unemployment insurance. The course will also consider discrimination in the workplace (Title VII; ADA; ADEA). Finally, consideration will be given to drafting employment agreements which protect the employer’s intellectual property, trade secrets and which contain non-competition clauses.

LLMC 855 Franchise Law  (2 credits)

This course will explore the fundamental of franchise law. The areas of trademarks, contracts, state and federal laws and regulations, and antitrust will be studied within the context of franchise law.

LLMC 856  International Business Transactions &The Closely-Held Business  (2 credits)

This course will consider some of the major private and public law issues involved in international trade and investment. The course will focus primarily on the private  international business transactions. This course will examine typical legal arrangements for (i) the international financing and sale of goods (including extensive coverage of the United Nations Convention on Contracts for the International Sale of Goods – CISG), (ii) the non-establishment forms of foreign investment employed by market participants in order to generate business internationally (including licensing of intellectual property rights, international distributorship contracts, transfer of technology agreements, etc.), and (iii) the foreign direct investment of capital through the establishment of business operations abroad. Aspects of public international trade law, such as NAFTA, will also be discussed.

LLMC 857 Intellectual Property  (2 credits)

This course is designed to introduce a basic overview of intellectual property law. The course will include the topics of trade secret, patent, copyright, and trademark law. These topics will be examined with a focus on new technologies. This course is a foundation course for the advanced course in trademark law. This course provides a general understanding of intellectual property law.

LLMC 858 Trademark Law (2 credits)

Trademarks and logo are used by businesses to identify themselves and set themselves apart from the competition. Often, these trademarks and logos enhance the value of the business’ goodwill. The course is a detailed consideration of the federal trademark statute and how it provides protection for business’ trademark and logo. Topics will include trademark infringement, dilution, counterfeiting, false advertising, false endorsement, and the right of publicity; and defenses and remedies in trademark actions.

 

 

 


JonathanHollister