LAW-2136 Business Entity Fundamentals
This course surveys the law governing different types of business entities, ranging from corporations to LLCs and partnerships. The survey explores core foundational issues and highlights the significance of interdisciplinary perspectives. Business entity law is rationalized around four organizing principles: limited liability of owners for entity obligations; centralization of entity management away from owners; transferability of entity ownership; and duration of entity existence that typically is in perpetuity. Important subcategories include agency, entity formation and dissolution, governance, fiduciary duties, voting and distribution rights of owners, derivative litigation, entity capitalization and liability of owners. This course focuses on basic issues that will provide students with an introduction and foundation to key business entity concepts. It will also prepare students for more advanced courses in unincorporated entities, securities law, corporate finance, mergers and acquisitions, and entity taxation. For those students with an interest in business law, this course should be taken in second year.