Business Organization

Law 275-01
Fall 2022
Mondays, Wednesdays, and Fridays, 10:10am-11:00am
Forsyth 101

Professor H. Justin Pace

Office: 204 Forsyth
hpace@wcu.edu
Office Hours: Mondays and Wednesdays, 11:00am-noon
By appointment

Required Text: Nancy Kubasek, et al., Dynamic Business Law (McGraw-Hill 6th ed.
2020)
Handouts to be posted to Canvas

Course Objectives: This course is designed to help students meet the following objectives
critical to business education, the business law program, and modern capitalism:
 List the primary entity choices available for a new business;
 Critically analyze issues related to entity choice;
 Explain why businesses might choose a particular entity form;
 Understand which terms are most important to negotiate when forming a business with
co-founders; and
 Avoid director liability for breach of fiduciary duty.

Course Delivery Modality: This is a regular, face-to-face course. Welcome to post-pandemic

life.

Everything in this syllabus, but especially course delivery modality, is subject to change based
on the COVID-19 or any other pandemic and WCU COVID-19 policy.

Reading Assignments: The required reading assignments are listed below. Each reading
assignment should be completed before the associated class. In addition to reading assignments
from the textbook, I will assign outside handouts from time to time.

Class Participation and Attendance Policy: Attendance at each class session is important
because each class will address topics that are essential to your business education. The exams
will not be limited to the material in the assigned reading but will also cover material only
covered in the lectures.

Active class participation is encouraged and expected. 15% of your grade will be based on class
attendance and participation (including unscheduled, in-class assignments).

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Examinations: Five exams will be given. The first exam is on Friday, September 9. The
second exam is on Monday, October 3. The third exam is on Friday, November 4. The fourth
exam is on Monday, November 21. The fifth and final exam is at 8:30am on Wednesday,
December 14.

An entire class period will be devoted to each exam. The exams (including the final) will be
non-cumulative. The quizzes and exams will be online and open book. You may complete the
exam at the place of your choosing but may not work together. The exams will consist of both
objective (multiple choice, True/False, etc.) and short essay (case) questions.

Group Assignments: In addition to your exams, there will be five group assignments. (There
may also be smaller, unscheduled group assignments throughout the year that will count toward
your participation grade.) The scheduled assignments include two “scavenger hunt”
assignments, one annotation assignment, and two group negotiation and drafting assignments.
You will be divided into small groups for these assignments.

For the first group assignment, you will negotiate and draft a partnership agreement for a
hypothetical new general partnership. The general partnership agreement is due on Friday,
September 23 by 3pm.

For the second group assignment, you will negotiate and draft a term sheet and an operating
agreement for a hypothetical new limited liability company. The term sheet is due on Friday,
October 14 by 3pm and the operating agreement is due on Friday, October 28 by 3pm.

The two scavenger hunt assignments and the annotation assignment are due by 3pm on the day
they are listed on the schedule below (although they are intended to and can be completed during
the class period).

For the first four assignments, one class period will be devoted to allowing you to meet with your
group and work on the assignment (i.e., there will no lecture or regular class meeting that day).
Each is noted on the schedule below.

Grading:
Your grades will be weighted as follows:
First Exam 10%
Partnership Agreement Group Assignment 5%
Second Exam 10%
Operating Agreement Group Assignment 15%
First Scavenger Hunt Group Assignment 5%
Third Exam 10%
Annotation Group Assignment 5%
Fourth Exam 10%
Second Scavenger Hunt Group Assignment 5%
Fifth/Final Exam 10%
Class Participation/Attendance 15%

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The grading scale will be:
A+ 98 – 100%
A 94 – 97%
A- 90 – 93%
B+ 87 – 89%
B 83 – 86%
B- 80 – 82%
C+ 77 – 79%
C 73 – 76%
C- 70 – 72%
D+ 67 – 69%
D 63 – 66%
D- 60 – 62%
F below 60%

Schedule and reading assignments:

Subject Ch. Date Class Reading Assignment
Course Introduction Mon., 8/22 1
Agency Formation and Duties 33 Wed., 8/24 2 773-774
Agency Formation and Duties 33 Fri., 8/26 3 780-787
Agency Formation and Duties 33 Mon., 8/29 4 787-790
Liability to Third Parties 34 Wed., 8/31 5 797-808
Agency Termination 34 Fri., 9/2 6 808-815
Agency Law Review Wed., 9/7 7
FIRST EXAM Fri., 9/9 8
Forms of Business Organization 35 Mon., 9/12 9 821-822
Forms of Business Organization 35 Wed., 9/14 10 822-827
Forms of Business Organization 35 Fri., 9/16 11 827-831
Forms of Business Organization Mon. 9/19 12 831-842 (skip the cases)
Partnerships: Nature, Formation, 36 Wed., 9/21 13 848-854
and Operation

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 Subject Ch. Date Class Reading Assignment
Partnerships: Nature, Formation, 36 Fri., 9/23 14
and Operation
*partnership agreement
negotiation and drafting
assignment*
*no lecture*
Partnerships: Nature, Formation, 36 Mon., 9/26 15 854-858
and Operation

Partnerships: Nature, Formation, 36 Wed., 9/28 16 858-863

and Operation
Partnerships: Termination 37 Fri., 9/30 17 869-879
SECOND EXAM Mon., 10/3 18
Partnerships: Limited 37 Wed., 10/5 19 879-881
Partnerships
Partnerships: LLPs 37 Fri., 10/7 20
Limited Liability Companies 37 Mon., 10/10 21 Handout
Limited Liability Companies 37 Wed., 10/12 22 881-883
Limited Liability Companies 37 Fri., 10/14 23 Handouts
*operating agreement
negotiation and drafting
assignment*
*no lecture*
FALL BREAK
Corporations: Formation 38 Mon., 10/24 24 889-890, 893-895
Corporations: Formation 38 Wed., 10/26 25 891-892
Corporations: Formation 38 Fri., 10/28 26
*corporation law scavenger
hunt*
*no lecture*
Corporations: Formation 38 Mon., 10/31 27 895-897, 898
Corporations: Formation 38 Wed., 11/2 28 898-906
THIRD EXAM Fri., 11/4
Corporations: Financing 38 Mon., 11/7 29 906-909

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 Subject Ch. Date Class Reading Assignment
Corporations: Directors, Officers, 39 Wed., 11/9 30 915-918
and Shareholders
Corporations: Directors, Officers, 39 Fri., 11/11 31
and Shareholders
*certificate of incorporation
annotation assignment*
*no lecture*
Corporations: Directors, Officers, 39 Mon., 11/14 32 918-925
and Shareholders
Corporations: Directors, Officers, 39 Wed., 11/16 33 925-930
and Shareholders
Corporations: Directors, Officers, 39 Fri., 11/18 34 930-933, 935-936
and Shareholders
FOURTH EXAM Mon., 11/21 35
THANKSGIVING
Corporations: Mergers, 40 Mon., 11/28 36 942-949, 951
Consolidations, Terminations
Corporations: Mergers, 40 Wed., 11/30 37 952-955
Consolidations, Terminations
Corporations: Mergers, 40 Fri., 12/2 38 933-935, 956-959
Consolidations, Terminations
Corporations: Securities and 41 Mon., 12/5 39 965-969
Investor Protection
Corporations: Securities and 41 Wed., 12/7 40 969-975
Investor Protection
*securities law scavenger hunt*
Corporations: Securities and 41 Fri., 12/9 41 976-983
Investor Protection
Final Exam from 8:30am-11:00am on Wednesday, December 14, 2022

Statement on Masks: Western Carolina University no longer requires face coverings to be worn
during class. This is subject to change. Students are permitted to continue to wear face
coverings as they believe prudent, especially if they have any respiratory symptoms.

Academic Integrity Policy and Reporting Process: Students, faculty, staff, and administrators of
Western Carolina University (WCU) strive to achieve the highest standards of scholarship and
integrity. Any violation of the Academic Integrity Policy is a serious offense because it threatens
the quality of scholarship and undermines the integrity of the community. While academic in

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scope, any violation of this policy is by nature, a violation of the Code of Student Conduct
(Code) and will be addressed as outlined in that document. If the charge occurs close to the end
of an academic semester or term or in the event of the reasonable need of either party for
additional time to gather information timelines may be extended at the discretion of the
appropriate academic Dean.

General:
This policy addresses academic integrity violations of undergraduate and graduate students.
Students, faculty, staff, and administrators of Western Carolina University (WCU) strive to
achieve the highest standards of scholarship and integrity. Any violation of this policy is a
serious offense because it threatens the quality of scholarship and undermines the integrity of the
community.

Instructors have the right to determine the appropriate academic sanctions for violations of the
Academic Integrity Policy within their courses, up to and including a final grade of “F” in the
course in which the violation occurs.

Definitions:
Cheating – Using, or attempting to use, unauthorized materials, information, or study aids in any
academic exercise.
Fabrication – Creating and/or falsifying information or citation in any academic exercise.
Plagiarism – Representing the words or ideas of someone else as one’s own in any academic
exercise.
Facilitation – Helping or attempting to help someone to commit a violation of the Academic
Integrity Policy in any academic exercise (e.g. allowing another person to copy information
during an examination).

Students may be required to submit written assignments for this class to Ouriginal, a web-based
plagiarism detection software, prior to submitting the assignment for grading.  Be advised that
assignments submitted to Ouriginal will be included as source documents in the reference
database for the purpose of detecting plagiarism of such papers.

Undergraduate and Graduate Academic Integrity Process: Additional information is available

on the Student Success website under Student Community Ethics:
http://www.wcu.edu/experience/dean-of-students/academic-integrity.aspx

Course Recording and Broadcasting: Visual and audio recordings of class are not permitted. If
you have an excused absence and want access to substitute course materials, please contact the
instructor.

Community Vision for Inclusive Excellence Statement: The diverse perspectives encountered
at WCU are an important part of the preparation of students for roles as regional, national, and
global leaders who contribute to the improvement of society. It is expected that members of the
WCU community will not only coexist with those who are different from themselves, but also
nurture respect and appreciation of those differences. We encourage civil discourse as a part of

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the learning enterprise, and as a campus we do not tolerate harassing or discriminating behavior
that seeks to marginalize or demean members of our community.

Accommodations for Students with Disabilities: Western Carolina University is committed to

providing equal educational opportunities for students with disabilities. The Americans with
Disabilities Act (ADA) is a federal anti-discrimination statute that provides comprehensive civil
rights for persons with disabilities. Among other things, the ADA requires that students with
disabilities be guaranteed a learning environment that provides for reasonable accommodation of
their disabilities. If you believe you have a disability requiring an accommodation, please
contact the Office of Accessibility Resources located in Killian Annex or call 828-227-2716.
For additional information, visit go.wcu.edu/oar.