Corporate Law Training

Lesson 1 • Business Entity Types and Selection

Surveys the main legal forms of business organization and their structural differences. Enables informed entity selection based on liability, governance, and tax considerations.

Lesson 2 • The Corporate Personality Doctrine

Explains how corporations hold legal personhood separate from their owners. Connects the separate-entity principle to liability protection and contractual capacity.

Lesson 3 • Sources of Corporate Law

Maps the hierarchy of statutes, regulations, case law, and internal documents that govern corporations. Provides the research framework used throughout the course.

Lesson 4 • Regulatory Bodies and Enforcement

Identifies the agencies and institutions that oversee corporate compliance and enforce violations. Grounds students in the enforcement landscape before studying specific duties.

Lesson 1 • Defective Incorporation and Remedies

Addresses consequences when formation procedures are incomplete or flawed. Students learn de facto corporation doctrine and personal liability exposure.

Lesson 2 • Organizational Meetings and Initial Filings

Guides students through the first board and shareholder meetings required to activate the corporation. Covers resolutions, share issuance, and regulatory filings.

Lesson 3 • Drafting the Articles of Incorporation

Teaches the mandatory and optional provisions of the foundational corporate charter. Students produce compliant articles tailored to the corporation's intended structure.

Lesson 4 • Pre-Incorporation Planning

Covers decisions made before filing, including jurisdiction selection and promoter obligations. Lays the groundwork for a legally sound formation process.

Lesson 1 • Governance in Closely Held Corporations

Addresses the unique governance challenges of corporations with few shareholders. Covers shareholder agreements and restrictions on transfer that substitute for market discipline.

Lesson 2 • Shareholder Rights and Meetings

Covers voting rights, meeting procedures, and shareholder participation mechanisms. Equips students to manage annual and special meetings in compliance with governing documents.

Lesson 3 • Governance Documents and Policies

Reviews the suite of policies that operationalize governance commitments beyond bylaws. Students draft conflict-of-interest, whistleblower, and related-party transaction policies.

Lesson 4 • The Board of Directors

Examines the board's composition, election, and core oversight responsibilities. Establishes the board as the central governance institution for subsequent duty analysis.

Lesson 1 • Duty of Disclosure and Candor

Addresses the obligation to provide accurate, complete information to shareholders in key transactions. Connects disclosure duties to proxy rules and merger approvals.

Lesson 2 • Duty of Care Principles

Defines the standard of conduct required when directors and officers make business decisions. Introduces the business judgment rule as the primary judicial review standard.

Lesson 3 • Exculpation, Indemnification, and Insurance

Reviews charter provisions and statutes that limit or eliminate director monetary liability. Students evaluate when indemnification and D&O insurance are available.

Lesson 4 • Derivative and Direct Shareholder Actions

Distinguishes suits brought on behalf of the corporation from personal shareholder claims. Covers demand requirements, special litigation committees, and standing rules.

Lesson 1 • Equity Securities and Share Classes

Explains common and preferred stock, their rights, and how share classes are created. Builds the equity foundation needed for understanding capital raises and governance.

Lesson 2 • Securities Offering Regulations

Surveys the registration and exemption framework governing public and private securities offerings. Students identify applicable exemptions and disclosure obligations for each offering type.

Lesson 3 • Dividends and Distributions

Examines the legal constraints on paying dividends and returning capital to shareholders. Covers solvency tests, board authority, and the rights of preferred shareholders.

Lesson 4 • Insider Trading and Market Abuse

Defines insider trading, tipping liability, and market manipulation under securities law. Students apply the misappropriation and classical theories to fact patterns.

Lesson 1 • Hostile Takeovers and Defensive Measures

Analyzes unsolicited acquisition tactics and the board's legal authority to respond. Students evaluate poison pills, staggered boards, and the enhanced scrutiny standard.

Lesson 2 • Due Diligence in Corporate Transactions

Covers the scope, process, and legal significance of pre-closing due diligence investigations. Students design due diligence checklists and identify material risk areas.

Lesson 3 • Merger and Acquisition Structures

Compares statutory mergers, asset purchases, and stock acquisitions across legal and tax dimensions. Students select appropriate structures based on deal objectives and risk allocation.

Lesson 4 • Corporate Restructuring and Divestitures

Covers spin-offs, split-offs, carve-outs, and other structural separation transactions. Students assess the legal, tax, and governance implications of each restructuring form.

Lesson 1 • Internal Investigations

Guides students through the process of conducting legally privileged internal investigations. Covers scope, privilege protection, witness interviews, and reporting obligations.

Lesson 2 • Regulatory Enforcement and Remediation

Examines how regulators investigate corporations and the options available to resolve enforcement actions. Students evaluate deferred prosecution agreements and remediation strategies.

Lesson 3 • Antitrust and Competition Compliance

Surveys prohibitions on price-fixing, market allocation, and abuse of dominant market position. Students identify high-risk conduct and design antitrust compliance safeguards.

Lesson 4 • Building an Effective Compliance Program

Identifies the core elements of a compliance program recognized by regulators as effective. Students benchmark program components against established regulatory guidance.

Lesson 1 • Cross-Border Insolvency Issues

Addresses the legal framework for coordinating insolvency proceedings across multiple jurisdictions. Students analyze recognition of foreign proceedings and center-of-main-interests rules.

Lesson 2 • Voluntary Dissolution Procedures

Covers the board and shareholder approvals required to dissolve a solvent corporation. Students prepare dissolution plans, wind-up procedures, and final regulatory filings.

Lesson 3 • Director Duties in Financial Distress

Analyzes how fiduciary duties shift when a corporation approaches insolvency. Students identify the zone of insolvency and the expanded duty owed to creditors.

Lesson 4 • Liquidation and Asset Distribution

Covers the priority waterfall governing asset distribution in corporate liquidation. Students apply the absolute priority rule to secured, unsecured, and equity claimants.