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CCOG for PL 222 Fall 2022

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Course Number:
PL 222
Course Title:
Corporate Law Practice
Credit Hours:
Lecture Hours:
Lecture/Lab Hours:
Lab Hours:

Course Description

Covers most significant state corporation law: how to assist in preparation and filing of documents necessary to form a corporation, how to draft resolutions for corporate shareholders and directors' meetings, and how to pay dividends to shareholders or to terminate business and distribute property. Prerequisites: PL 101. Audit available.

Addendum to Course Description

An elective course satisfying the requirements for either a Legal Assistant Certificate or an Associate of Applied Science degree.

Intended Outcomes for the course

Upon completion of the course, students should be able to:

  1. Assist clients to determine whether corporate or another form of business association is best suited to their needs based on an analysis of the various business options.
  2. Prepare and file documents necessary for legal formation of a corporation in Oregon.
  3. Participate in strategic decision-making for corporate clients by identifying different types of "corporate players" --promoters, directors, officers, etc.--and understand their differing roles, rights and duties within a corporate structure.
  4. Analyze, apply and summarize corporate law and typical law office facts involving corporate issues.
  5. Draft documents to comply with state and federal securities regulations and other applicable corporate laws.
  6. Draft legally appropriate documents to create/define role and compensate corporate employees, officers and agents with an understanding of the differing relationships between the corporation, its employees and agents.

Course Activities and Design

Class format is lecture with discussion.

Outcome Assessment Strategies

Students grades will be based upon attendance, quiz, mid-term and final exam grades.

Course Content (Themes, Concepts, Issues and Skills)

Identify and analyze legal forms of business entities in order to
     allow clients to choose whether corporate or other form is one
     best suited to their needs.
*    Prepare and file documents necessary to legal formation of 
     corporation in Oregon.
*    Identify different types of "corporate players" --promoters,
     directors, officers, etc.--and understand their differing roles,
     rights and duties within corporate structure.
*    Analyze and brief case dealing with corporations problems.
*    Understand the peculiar relation of the corporation to its nominal
     owners--the shareholders, their rights, duties, and possible
*    Understand dis/advantages of different methods of corporate
     financing and draft documents to comply with State and Federal
     Securities Regulations and other applicable law.
*    Understand differing relationships between corporation and its
     employees, agents and contractors, draft legally appropriate
     documents to create/define role and compensate actors.
*    Draft legally appropriate documents for corporate bankruptcy,
     reorganization and dissolution.
*    Understand tax considerations, consequences and motivations for
     all of the above, draft appropriate filings to take advantage