Business Organizations: Incorporated Entities

This course covers both general concepts and specific techniques used in corporate law, from incorporation to merger or dissolution. The course reviews:

• Agency law
• Business structures

The Business Organizations Incorporated Entities APC course relies on student participation through scenarios, case studies, and internet research. Upon completion of the course, paralegals will have completed exercises involving:

• Incorporation procedures
• Selecting and reserving a corporation’s name
• Documenting the articles of incorporation
• Comparing state and MBCA incorporation filing 
• Creating an agenda and meeting notes for the organizational meeting
• Comparing state and MBCA requirements for organizational meetings, meeting notices, and naming the corporation
• Creating a resolutions 
• Distinguishing characteristics of stock and bonds
• Comparing SEC and MBCA definitions of “securities” 
• Locating and examining SEC forms on EDGAR
• Comparing state statutes and the MBCA approach for: par value requirements, provisions for issuing additional stock, amending the articles of incorporation, methods of acceptable securities registration, location of state securities regulator
• Comparing state blue sky laws to the Uniform Securities Act
• Determining the life stage of publicly traded corporate stock
• Completing a stock history form
• Computing filing fees
• Determining assets, liabilities, and stockholders equity from the balance sheet
• Determining different types of quorums
• Comparing procedures to file state annual reports
• Identifying the use of forward-looking statements and safe harbors
• Examining annual report to shareholders for format and language
• Researching a nonprofit’s status, registration, and tax exempt status
• Setting up an S corporation
• Exploring virtual data rooms
• Checking MBCA requirements for a plan of merger, articles of merger, and a share exchange 
• Examining MBCA requirements to revoke the dissolution of a corporation

Reading exercises include review and analysis of current articles on:

• Section 351 Transfer Forms
• Private equity securities
• Securities industry vocabulary
• Google IPO
• Business structures: LLCs, LPs, LLPs, LLLPs 
• Mergers and Acquisitions
• Due Diligence
• Business courts