Southwestern Law School Los Angeles, CA

Business Transactions Practice



This course is designed to cover all additional corporation issues that could be tested on the California Bar examination, including financing the corporation, shareholder rights, stock issuances, pre-emptive rights, dividends, and dissolutions. For the past four years, students have been required to do an extensive written project, usually involving forming a corporation in compliance with all state and federal laws, including Federal Regulation D. Additional areas covered in this course have included Antitrust and Mergers and Acquisitions. The Professional Responsibility issues relating to representing corporations are always covered. This course is devoted to Federal Securities Laws under the '34 Act, including sections 10, 12, 13, 14, and 16. The "anti-fraud" Rule 10-b is explored in depth, as is the "short-swing profits" prohibition of Rule 6-b. Proxy regulation under Rule 14 is covered, including misleading solicitations and shareholder proposals. "Tender offers" are also covered under the Williams Act. Additionally, the fiduciary duties of directors when employing defensive tactics (the Unocal, Revlon, Macmillan, Unitrin case developments) are explored.