To earn a transcript certification for the Business Enterprise Concentration, a student must complete each of the Basic Courses, the Research Requirement, and the Practical Issues in Business Law Seminar. The student must also complete an additional 11 credit hours of Business Enterprise Electives.
A. Basic Courses:
Business Associations (4 credits) OR Corporations (2.5 credits)
The Business Associations course covers the state and common law of doing business in groups. This includes agency, partnership, and corporate law. It focuses on the types of conflicts of interest that arise in group business activity and introduces students to basic principles and practices of business. While the Business Associations is preferred, the Corporations course will satisfy this requirement. Corporations is an introduction to partnership and agency, formation of the corporation, limited liability, fiduciary responsibility of officers and directors, the federal proxy rules and the federal law of insider trading, and tender offers and takeovers.
Finance I (2.5 credits) OR Corporation Finance (3 credits)
Students learn the basic principles of corporate finance. This course studies the effect of time and uncertainty on decision making. Topics include basic discounting techniques, stock and bond valuation, capital budgeting under certainty and uncertainty, asset pricing models, and efficient markets. Finance I meets on the 10-week quarter session and is offered through Kellogg.
Securities Regulation (3 credits)
This course covers the regulation of securities issuance and trading from the public corporation's perspective. It addresses primary offerings under the Securities Act of 1933 and related statutes and secondary trading under the Securities Exchange Act of 1934 and related statutes. The course covers fraud in the trading of securities, including insider trading and corporate disclosure policy.
Basic Federal Income Taxation (3 credits)
This course is an introduction to the statute on federal income taxation. It discusses not only the particular details of the current statute but also considers the success of those details in providing a sensible implementation of the policies behind the income tax. Special attention is given to questions of timing, the definition of the income tax base, and property transactions.
Entity Taxation (3 credits)
This course focuses on the tax issues respecting the use of a general or limited partnership and the limited liability company as well as corporations and their shareholders. Entity formation, distributions, liquidations, and reorganizations are examined primarily through study of Internal Revenue Code and the case law. In specific areas, additional attention is given to administrative regulations and rulings to assure a general awareness of the primary source materials in the tax field.
For students who completed Corporate Taxation or Partnership Taxation prior to Fall 2002, either of those courses satisfies the Entity Taxation Requirement.
B. In the third year, students must satisfy two requirements:
Research Requirement (2 or more credits)
Students must read, analyze, and write on an academic issue related to business enterprise law. Any Business Enterprise Elective can be used if it focuses on academic writing. Students may also meet this requirement through a senior research project supervised by any faculty member. Regardless of format, the student must write a research paper of at least 20 pages.
Practical Issues in Business Law Seminar (2 credits)
Each student must take the Practical Issues in Business Law Seminar offered during the second term of the third year. This is a series of readings and discussions of the practical and ethical problems faced by lawyers practicing corporate-related law. Corporate counsel associated with the Northwestern University School of Law Corporate Counsel Center will prepare and lead individual meetings of the seminar.
C. To complete the concentration credit hour requirements, students must also complete 11 credit hours of Business Enterprise Electives. A list of designated Business Enterprise Electives will be made available each semester. The student should consult with his or her concentration faculty advisor to determine if any unlisted course may substitute as a Business Enterprise Elective.
The faculty advisor is available to guide students in selecting specific Business Enterprise Electives and areas in which the student may want to specialize. There is, however, no requirement that students specialize. Students may (and are encouraged) to use courses at the Kellogg School of Management to satisfy their credit hour requirement.