LAW 5027 :
Represent Closely Held Busines

**Prerequisite: Business Organizations (LAW 7110); May be taken concurrently.** Restrictions: Limited to 12 third-year students. The purpose of this course is to equip students with the "real world" skills and knowledge required to represent closely held businesses and entrepreneurs in a successful private practice. The course will focus on the various issues that typically arise during the day-to-day operations of small (i.e., less than 500 employees, privately owned) busineses, including startups, and how successful lawyers use the law as a strategic, inter-disciplinary and cost-effective tool to achieve their clients' business goals and minimize their clients' business risks. The course will also cover the professionalism requirements, communications methods, client relationship and marketing strategies, and law firm protocols that provide the foundation for professional growth and success. For example, the course will focus on the following: 1) Structuring arrangements among owners, investors and other participants; 2) Dealing with competitors seeking to acquire key employees, trade secrets, intellectual property, customers; 3) Dealing with independent contractors, suppliers and customers; 4) Employee interviewing, hiring, discipline, termination and compensation. 5) Prevention and management of issues implicating discrimination, harassment, ADA, FMLA, FLSA, unionization; 6) Liability and damage limitation strategies; 7) Growth opportunities and risks--merger, acquisition, outisde investors, loans; 8) Dealing with (and recognizing the conflict of interest in) disputes among owners; 9) Litigation recognition and prevention tactics. 10) Documentation strategies; 11) Written communications with clients, supervising attorneys and opposing counsel; 12) Law firm protocols, marketing and other professional success strategies. ** Students may take this course simultaneously with Business Planning (LAW 5002), which primarily focuses on the planning, structuring and financing of small businesses, as contrasted with this course's focus on the representation of small businesses in conjunction with their day-to-day operations. The courses will also provide students with valuable background for the Clinic Clinic: Law and Entrepreneur (LAW 5908), whether the courses are taken simultaneously with or in advance of the Clinic.** The course satisfies the practical writing requirement. The professor is a practicing lawyer with over forty years of experience in the representation of closely held businesses and entrepreneurs and the founding, growth and administration of law firms.