OAKLAND UNIVERSITY PARALEGAL PROGRAM SYLLABUS BUSINESS ORGANIZATIONS CEPL 25300

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1 OAKLAND UNIVERSITY PARALEGAL PROGRAM SYLLABUS 1008EIG BUSINESS ORGANIZATIONS CEPL Text: Faculty: Deborah E. Bouchoux. Fundamentals of Business Organizations For Paralegals (3rd ed.). Aspen Publishers. Ernest Gifford, JD Juris Doctor, Wayne State University Bachelor of Arts, MSU Mr. Gifford has a long and distinguished career as an intellectual property law practitioner. He has chaired the Patent, Copyright and Trademark Section of the State Bar of Michigan, served as an Arbitrator, American Arbitration Association. Since 1981, Mr. Gifford has been an instructor in the Paralegal Program at Oakland University. He has been an Adjunct Professor at Stetson Law School in St. Petersburg, Florida teaching a class in patent and copyright law. He has also taught in the Masters Program at Cooley Law School teaching a class in Patent Prosecution to graduate students. Mr. Gifford has authored a number of articles and publications in patent, trademark and copyright law. He has contributed to the publication Patent Law For Scientists And Engineers (2005) Taylor and Francis New York, NY: He has extensive trial experience having tried cases in the federal courts throughout the country. He has lectured extensively at seminars and programs throughout his nearly 50 years of practice. He has been active in the Michigan Intellectual Property Association, the American Intellectual Property Law Association and served in the Representative Assembly of the State Bar of Michigan. Mr. Gifford was born in Flint, Michigan, December 4, After achieving his A.B. at Michigan State in 1956, he earned honors legal degree of Juris Doctor at Wayne State University Law School in He is a member of the State Bar of Michigan, the Florida State Bar and of the Oakland, Macomb, Genesee and American Bar Associations. He is admitted to practice and has practiced before the U.S. Court of Appeals, Sixth Circuit, the U.S. Supreme Court, the U.S. Court of Appeals for the Federal Circuit, and before the U.S. Patent and Trademark Office. He is a member of Phi Kappa Phi Honor Society. Contact Information: Ernest I. Gifford Gifford, Krass, Groh, Sprinkle, Anderson & Citkowski P.C Troy Center Drive, Suite 330 Troy, MI Phone: Fax: egifford@oakland.edu Availability: Schedule: I am available for any questions that you may have by phone during my normal office hours 9:00 to 5:00 Or by and by appointment at my office in Troy. 7:00-9:30 PM Thursdays 12 Sessions Credit Hours: 3 CEU Prerequisites: None Course Description: This Course will be taught as a blended online class using the Elluminate program. At least three classes including the first class will take place in a classroom. The class will provide the student with an introduction to the five major business structures: sole proprietorships, general partnerships, limited partnerships, limited liability companies, and corporations. The student will become acquainted with the substantive law and procedural tasks involved in the formation and maintenance of each business structure, with a concentration on corporations. Topic coverage of this course includes formation of business structures, financial structure of a

2 corporation, corporate meetings, shareholders rights and liabilities, employment and compensation, and corporate reorganization and dissolution.. Course Requirements: Written and oral presentation assignments, including problem solving, case briefing, scenarios, oral argument, internet discussion, class participation, outside readings and at least 3 examinations. Sessions further consist of Chapter Overview, Facilitation, Discussion, Oral Presentations, Arguments and Analysis. As facilitation is an integral part of the learning process, it is a factor in grading. Use of law library, internet search, MCLA. Learning Outcomes: The following competencies should be achieved; This course will provide the student with an introduction to the five major business structures: sole proprietorships, general partnerships, limited partnerships, limited liability companies, and corporations. The student will become acquainted with the substantive law and procedural tasks involved in the formation and maintenance of each business structure, with a concentration on corporations. Topic coverage of this course includes formation of business structures, financial structure of a corporation, corporate meetings, shareholders rights and liabilities, employment and compensation, and corporate reorganization and dissolution. Enhancement of organizational skills, legal ethics, critical thinking, and written and oral communication proficiencies will be achieved. Academic Honesty: Attendance: Course Standards: Plagiarism is a serious academic offense that will not be tolerated and may result in failure for individual projects, course failure, and/or dismissal from the University. Submit work that represents your original words or ideas. Using another s work or idea without acknowledgement or permission, or cheating in any form, is a serious violation. For Academic Conduct Policy see -Detailed Program Information Attendance is a factor in awarding CEUs with 2 absences allowed per course. It is the responsibility of each student to be prepared for each session. All assignments must be submitted on their due date. Students are expected to complete reading assignments prior to the scheduled class. It is required that students actively involve themselves in class discussions. Missing class, being late or unprepared will affect the Class Participation portion of a grade. Students are responsible for arranging with a classmate to obtain missed notes, materials, and/or assignments. No cell phone or other related electronic use in class. Set phones to vibrate, and leave class if a response is necessary. Evaluation Methods: Written Assignments 30% Class Participation and Oral Presentations 20 % Exams 50% 2

3 100%* Student Resources: The Office of Disability Support Services (DSS) is the campus office responsible for verifying that students have disability-related needs and determining academic accommodations, auxiliary aids and other services. Students with learning, psychological, or physical disabilities who may require accommodations should contact DSS at: 103A North Foundation Hall, Phone: ; TTY: to schedule an appointment with a DSS advisor. *-Above ratings could be affected, as course grade may be adjusted one level, based on class participation, discussion board, final exam, extra credit and late assignments. 3.6 to 4.0= A 3.0 to 3.5= B 2.0 to 2.9= C 1.0 to 1.9= D 0.0 to 0.9= No credit/ceu = = = = = = = = = = = = 0.0 All Sessions include Chapter Overview, Facilitation, Discussion, Oral Presentation, Argument and Analysis. Supplement Assignments with Internet Searches. Session Detailed Topic Outline Activities/Assignments 1 Classroom 2.5 hours Introduction Of Elluminate program and class requirements. Review of the basic differences between sole proprietorships, general partnerships, limited partnerships, limited liability companies and corporations will be discussed There will be a discussion of agency law which permeates most business enterprises. Discussion of fictitious name registration in the county. Due Session 2 Read Chapters 1 and 2 Answer Question 3, page 10; Question 2, page 18 Prepare a fictitious name application for registration in Oakland County hours Online including fictitious name application. Go over how to brief a case. The fictitious name applications will be discussed. The student will be introduced to sole proprietorships, the most common way in which business is conducted in the United States. The concepts of personal liability and pass through taxation will be introduced and discussed. Due Session 3 Read Chapters 3 and 4 Answer Questions 2 and 3, page 34 Questions 1 and 3, page 46 Brief case regarding rights achieved by fictitious name registration. 3

4 Session Detailed Topic Outline Activities/Assignments hours Online Due Session 4. The uniform partnership acts will be discussed and their effect on drafting partnership agreements will be pointed out. The first form of a business entity affording limited personal liability will be introduced. The student will review the various partnership forms in the book and other resources will be provided to enable the student to draft a partnership agreement. Prepare Partnership agreement Study for test on Chapters hours Classroom Review of materials in Chapter 1-4 Student presentation of Partnership agreement. Test Chapters hrs Online A review of the test results will be conducted A relatively new form of business entity, limited liability partnerships, in which the partners are not liable for the wrongful acts of co-partners, will be discussed. Limited liability companies and the differences between limited liability companies and limited liability partnerships will be reviewed hours Online Corporations as a business entity will be introduced and an introduction to various types of corporations will be provided. Advantages and disadvantages of corporations will be discussed. Formation of corporations including pre-incorporation activities will be reviewed including selecting a name for the corporation, the difference between a corporate name and a trademark. How to conduct name search on the Internet will be discussed. The student will be prepared to form a corporation by preparing articles of incorporation hours Online including Articles of Incorporation. The way in which corporations obtain capital and the language and terms needed to understand the financial section of the newspaper will be described. The concept of double taxation a characteristic of corporations will be discussed. In terms of corporate management three groups of people involved in corporate existence: its owners, the shareholders; its managers, the directors; and its day to day governors, the officers will be introduced as will the rights and responsibilities of each group. Due Session 5 Read Text Chapters 5-6 Answer Questions 3 and 4 page 57 Questions 1 and 4 page 79 Due Session 6 Read Text Chapters 7-8 Answer Questions 2 and 3 page 80 Questions 1 and 2 page 100 Research to find Michigan Limited Liability Partnership and Limited Liability company statutes. Due Session 7 Answer Questions 1 and 3, pages Questions 3 and 5, pages Prepare Articles of Incorporation Due Session 8 Study for test Chapters

5 Session Detailed Topic Outline Activities/Assignments hours Classroom Due Session 9 Review materials of Chapters 5-10 including questions from students. Test Chapters hours Online The procedure for declaring and paying dividends by corporations will be explained as will the tax consequences of receiving different types of dividends. Restrictions on the shareholder s right to receive dividends will be discussed. Changes to corporations in the form amendments to articles of incorporation the by-laws will be discussed as will changes that occur as a result of corporations combining as by mergers or hostile takeovers hours Online Student presentations of assignment The requirements corporations must fulfill before they may transact business in a jurisdiction other than the one which they are incorporated will be discussed. The concept of transacting business will be introduced. The ways in which corporations end their existence will be discussed hours Online Close corporations, not for profit corporations, parent-subsidiary corporations, corporations formed by professionals, and S corporations will be described as will the purpose and advantages of each. A brief introduction to securities law and issues will be provided. Due Session 10 Brief case on rights to dividends Due Session 11 Brief case on piercing corporate veil provided between parent and subsidiary corporations Due Session 12 Study for a test Chapters hours Classroom Review materials of Chapters including questions from students. Test Chapters NOTE: ASSIGNMENT SCHEDULE IS SUBJECT TO CHANGE The information provided in this Syllabus, Class, Online, or Program may not be relied upon as legal advice. 5