Bartschi, Margaret, Foundations of Business Organizations for Paralegals, Delmar: 2001.

WEEK	UNIT	TOPIC
1	Chapter 1	Introduction to business organizations – Overview of various organizational forms: sole proprietorship (1 hour); partnership (.5 hour); corporation (1 hour), limited liability company (.5 hour)
2	Chapter 2	Choosing the organizational form – Advantages and disadvantages of business structures (1 hour); formalities, management, ownership restrictions (1 hour); taxation, liability (1 hour)
3	Chapter 3	Agency in business organizations - Authority of agents: actual v. apparent (1 hour); duties of agents, duties of principals (1 hour); imputed liability: vicarious liability (respondeat superior); liability insurance (1 hour)
4	Chapter 4	Sole proprietorship - Characteristics of a sole proprietorship; licenses; liability of a sole proprietor (1 hour); termination upon death of the proprietor; termination by sale (1 hour); taxation of a sole proprietor; formation and operation of a sole proprietorship (1 hour)
5	Chapter 5	Partnerships: Associations for profit – Overview; comparison of forms (3 hours)
6, 7	Chapter 6	General Partnership - Characteristics of a general partnership (1 hour); formation; registration; fiduciary duties; liability (1 hour); partnership property; partner's interest in a partnership; management of a partnership; profits and losses (1 hour); dissolution and termination of a partnership (1 hour); tax considerations of a general partnership (1 hour); partnership agreement; operation of a general partnership (1 hour)
8	Chapter 7	Limited Partnership - Characteristics of a limited partnership; general partners of a limited partnership (1 hour); limited liability and contributions; management and control; admission, substitution, and withdrawal of a limited partner (1 hour); dissolution of a limited partnership; taxation of a limited partnership; formation and operation of a limited partnership (1 hour)
9	Chapter 8	Registered Limited Liability Partnership; - Characteristics of registered limited liability partnerships (1 hour); liability; formation; statutory powers; ownership and management (1 hour); advantages and disadvantages; dissolution; taxation; and transferability of ownership (1hour)
10	Chapter 9	Corporations - Characteristics of a corporation; types of corporations (1 hour); advantages and disadvantages of incorporation; powers; forms (1 hour); liability protection; management restrictions; S corporation (1 hour)
11	Chapter 10	Formation of a corporation – Pre-incorporation responsibility; selection of jurisdiction; selection and reservation of corporate name (1 hour); articles of incorporation; filing and other formalities (1 hour); taxation considerations; formalities after formation; bylaws; corporate existence (1 hour)
12	Chapter 11	Corporate organizational structure – Shareholders' rights and responsibilities; voting rights; shareholder action; preemptive rights; dividends; piercing the corporate veil (1 hour); directors' rights and responsibilities; election, term and removal; meetings; board of directors; director action; duties and liability; delegation of authority (1 hour); rights and duties of officers; appointment and tenure; functions; authority; standard of conduct, liability and indemnification (1 hour)
13	Chapter 12	Corporate structure and combinations - Amending articles of incorporation (1 hour); amending corporation bylaws (1 hour); mergers and acquisitions; purchase of stock; hostile takeovers; leveraged buy-outs; regulations (1 hour)
14	Chapter 13	Limited Liability Companies - Purpose of limited liability companies (1 hour); registration; operating agreement; taxation (1 hour); management; termination (1 hour)
15	→	Final Examination

1. Understand the relationship of master-servant, agent-principal, and principal-independent contractor. I, II, III, IV, V
2. Understand the basic principles governing the organization and the operation of partnerships and limited partnerships, and corporations. I, II, III, IV, V
3. Collect relevant data and draft initial documents to assist the attorney in partnership and corporate practice. I, II, III, IV, V
4. Continue developing a legal vocabulary. I, II, III, IV, V

The student will:

1. Practice elements of the work ethic such as professionalism, preparedness, punctuality, honesty, cooperation, dependability, contribution, effectiveness, good manners, etc. Active Learning Strategy, Transitional Strategy
   
   
2. Refine reading skills and expand legal vocabularies through completion of weekly guided reading exercises that allows more effective communication with lawyers and legal professionals. Communication Outcome, Active Learning Strategy, Transitional Outcome
   
   
3. Strengthen analytical skills by locating court cases and statutes in the Educational Resources Center and on Westlaw to determine the application of the rules of law to specific facts. Communication Outcome, Technological Literacy Outcome, Transitional Strategy, Active Learning Strategy
   
   
4. Examine ethical issues related to legal representation, unauthorized practice of law, confidentiality, duty of legal professional to provide legal services, etc. Communication Outcome, Transitional Strategy, Active Learning Strategy
   
   
5. Listen to guest speakers from the legal community to learn the demands for legal assistants who possess basic knowledge of legal topics in the work world. Transitional Strategy.
   
   
6. Develop investigative skills using the Internet, library, and governmental agency resources to find relevant information. Technological Literacy Outcome, Transitional Strategy, Active Learning Strategy

The student should be able to:

1. Demonstrate a complete and thorough understanding of legal ethics. (A, B, C, D)
2. Prepare initial drafts of articles of incorporation. (A, B, C, D)
3. Prepare initial drafts of bylaws. (A, B, C, D)
4. Prepare initial drafts of minutes. (A, B, C, D)
5. Prepare initial drafts of stock subscriptions. (A, B, C, D)
6. Prepare initial drafts of certificates. (A, B, C, D)
7. Prepare initial drafts of appropriate regulatory forms. (A, B, C, D)
8. Prepare initial drafts of corporate reports. (A, B, C, D)
9. Prepare initial drafts of tax forms. (A, B, C, D)
10. Prepare initial drafts of dissolutions. (A, B, C, D)
11. Research the selection of an appropriate corporate name. (A, B, C, D)
12. Prepare drafts of stock or shareholders' agreements. (A, B, C, D)
13. Draft and file documents for all forms of partnerships. (A, B, C, D)
14. Analyze minutes from shareholders' and directors' meetings. (A, B, C, D)
15. Prepare checklists, forms, and materials to assist the firm in efficient handling of business organizations. (A, B, C, D)
16. Draft general, limited, and durable powers of attorney. (A, B, C, D)
17. Identify and analyze issues of liability between agents, principals, independent contractors and third parties. (A, B, C, D)

1. Testing Procedures:
   Students are evaluated primarily on the basis of tests.
   
   
2. Laboratory Expectations:  N/A
   
   
3. Field Work:
   Students will complete several out-of-class skills projects for inclusion in a notebook which is due at the end of the semester. These skills projects may include drafting:
   • Application for Registration of Assumed Business Name
   • Application for Reservation of Name
   • Certificate of Limited Partnership
   • Application for Registration of Foreign Limited Partnership
   • Application for Cancellation of Assumed Business Name
   • Articles of Incorporation
   • Bylaws; stock subscriptions; minutes; corporate reports
   • Tax forms
   • Dissolutions
   • Shareholders' agreements
   • Partnership documents
   • Checklists and other forms
   • General, limited and durable powers of attorney
   
   
4. Other Evaluation Methods:
   1. 1. Class participation, group work, and homework will also comprise the final grade for the course. The instructor will provide full details the first week of class via a syllabus supplement.
   2. 2. All tests and papers will be graded for spelling and English usage in addition to content and format.
   3. 3. Any student encountering academic difficulty during the term is strongly encouraged to meet with the instructor to discuss options and solutions
   
   
5. Grading Scale:

   A	93-100
   B+	88- 92
   B	83- 87
   C+	78- 82
   C	73- 77
   D	65- 72
   F	64 and below

1. Attendance Policy:
   Pellissippi State Technical Community College expects students to attend all scheduled instructional activities. As a minimum, students in all courses must be present for at least 75 percent of their scheduled class and laboratory meetings in order to receive credit for the course. [NOTE: No differentiation is noted for excused/unexcused absences. These will be treated as an absence.] (Pellissippi State, 2004-2006 Catalog, page 83)
   
   
2. Academic Dishonesty:
   Plagiarism, cheating, and other forms of academic dishonesty are prohibited. Students guilty of academic misconduct, either directly or indirectly through participation or assistance, are immediately responsible to the instructor of the class. In addition to other possible disciplinary sanctions which may be imposed through the regular Pellissippi State procedures as a result of academic misconduct, the instructor has the authority to assign an F or a zero for the exercise or examination or to assign an F in the course. (Pellissippi State, 2004-2006 Catalog, pages 62-63)
   
   
3. Computer Usage Guidelines:
   College-owned or –operated computing resources are provided for use by students of Pellissippi State. All students are responsible for the usage of Pellissippi State's computing resources in an effective, efficient, ethical and lawful manner. (Pellissippi State, 2004-2006 Catalog, pages 67-70)
   
   
4. Accommodation for Disabilities:
   If you need accommodations because of a disability, if you have emergency medical information to share, or if you need special arrangements in case the building must be evacuated, please inform the instructor immediately. Please see the instructor privately after class or in his/her office. Students must present a current accommodation plan from a staff member in Services for Students with Disabilities (SSWD) in order to receive accommodations in this course. Services for Students with Disabilities may be contacted by going to Goins 127 or 131 or by phone: 694-6751(Voice/TTY) or 539-7153.
   
   
5. Late Work:
   Late papers will not be accepted nor will make-up tests be given without specific approval of the instructor.