Closely Held Businesses (3475)
Considers some of the major issues involved in forming and operating a business whose ownership interests are not publicly traded. Entities considered include close corporations, limited liability companies (LLCs), general partnerships (including limited liability partnerships), and limited partnerships (other than publicly-traded limited partnerships). Coverage varies, with topics selected from among the following: the concept of a closely held business, formation mechanics (public filings, agreements among owners, agreements with major lender), capital structure and pay-out mechanisms, management structure and fiduciary duties among owners; liability shield issues (guaranties, choice of law issues), exit issues (transfer restrictions, voluntary and involuntary exit, owner exit and owner guaranties of entity debt), claims by creditors (charging orders, impact of UCC Article 9, divorce and the closely held business owner), the role of the lawyer (issues relating to ethics, lawyer-client privilege and aiding and abetting liability), how regulatory law affects closely held businesses (e.g., whether owners of closely held businesses are "employees" for purposes of federal employment law). Tax and securities law issues are covered in other courses and are not central to this course.
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