Chapter 10 – Specialized Practice Areas

Three Classic Forms of Business Organizations

• Sole proprietorship
• Partnership
• Corporation

Sole Proprietorship

• A sole proprietorship, the most common form of business organization, is a business formed by a single owner.
• This form is the simplest to start and maintain, requiring a minimum of paperwork and expense.
• However, all the owner’s personal assets, regardless of whether they are related to the operation of the business, are available to satisfy business-incurred debts.

Partnership

• A partnership is defined as “an association of two or more persons to carry on as co-owners a business for profit.”
• As with a sole proprietorship, partnership assets are only taxed once as personal income to the partners.
• The major disadvantage to doing business as a partnership is that every partner assumes liability for the actions of every other partner.

Corporation

• A corporation is a business entity formed by an association of stockholders.
• A corporation can sue, be sued, own property, and make contracts in its own name.
• In a corporation, the investors have the advantage of being owners without having to assume any liability beyond the cost of their individual shares.

Limited Liability Company and Limited Liability Partnership

• Two new business forms, the Limited Liability Company (LLC) and Limited Liability Partnership (LLP) are particularly attractive to small businesses.
• These forms are entirely creatures of statute and offer the best of two worlds  he limited liability that is afforded by the corporate form and the single taxation that occurs in a partnership.

Employment Law

• Employees, who work without the benefit of a union contract, are considered to be employees “at will.”
• Under traditional interpretations of the at-will doctrine, employers have been free to fire their employees for a good reason, a bad reason, or no reason at all, so long as that reason does not conflict with specific statutes to the contrary.

Debt Collection and
Bankruptcy Practice

• Bankruptcy proceeding:  a process governed by federal law whereby a debtor unable to pay its debts seeks protection
• Three major goals of the U.S. Bankruptcy Code:
  • Preserve as much of the debtor’s property as possible
  • Determine how to divide the debtor’s assets fairly between the debtor and the creditors
  • How best to divide the creditors’ share fairly amongst the creditors

Administrative Law

• Administrative agencies create administrative law by filling in the details within a general structure set down by the legislature.
• Also take on quasi-judicial functions in which they grant or deny permits, licenses, subsidies, welfare benefits, etc.

Immigration Law

• Immigration law deals with the application of the policies and procedures related to the entry into the U.S. of non-U.S. citizens and their legal status while they are in the country. 
• It also involves the application processes and procedures involved with naturalization of foreign nationals who wish to become US citizens.

Property Law

• Property:  tangible object or a right or ownership interest.

Two Types of Property

• Two basic types of property are:
  • Real property:  Also known as real estate; land and items growing on or permanently attached to that land.
  • Personal property:  All property that is not real property.

 Personal Property

• Personal property includes:
  • Tangible property
    • e.g. autos, jewelry, clothing
  • Intangible property
    • e.g. stock certificates, patents

Real Estate Practice

• Lawyers specializing in property law provide a good example of a transactional law practice.  They spend most of their time drafting the various legal documents involved in buying and selling real estate and rarely enter a courtroom. 
• State laws and local practices vary with respect to the point at which, and the degree to which, lawyers become involved in the typical sale of a piece of real estate.
• If the sale is being financed through a bank or other financial institution, that financial institution will have the key legal documents reviewed by their own attorneys.

Transfer of Real Property

• Property can be transferred:
  • Through sales transactions
  • By death of an owner
  • Through seizure by a creditor
  • By eminent domain
  • By adverse possession

Real Estate Closing

• A meeting at which the buyer and the seller and/or their representatives sign and deliver a variety of legal documents to finalize the sale and transfer of the property.

Title Search

• An examination of documents recording title to the property to ensure the owner has a clear title to the property.

Intellectual Property

• Intellectual property is used to describe the legal protection given to a concrete manifestation of an idea.

Intellectual Property

• Intellectual property includes intangible assets such as:
  • Trademarks
  • Service marks
  • Copyrights
  • Patents
  • Trade secrets

Estate Planning and Probate

• An estate is the total property or whatever kind, both real and personal, that a person owns at the time of his or her death.
• Estate law  determines how that property will be distributed.

Family Law

• Family law (also referred to as domestic relations law) includes laws governing marriage, annulment, separation, divorce, paternity, adoption, guardianship, custody, support, childcare, abuse, and neglect.