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Mi Robert W. Hamilton
Richard A. Boo

Business Basics
Law Students

“ASPEN
PUBLISHERS
 ©
Business Basics
for Law Students
EDITORIAL ADVISORS

Vicki Been
Elihu Root Professor of Law
New York University School of Law

Erwin Chemerinsky
Alston & Bird Professor of Law
Duke University School of Law

Richard A. Epstein
James Parker Hall Distinguished Service Professor of Law
University of Chicago
Peter and Kirsten Bedford Senior Fellow
The Hoover Institution
Stanford University

Ronald J. Gilson
Charles J. Meyers Professor of Law and Business
Stanford University
Marc and Eva Stern Professor of Law and Business
Columbia University

James E. Krier
Earl Warren DeLano Professor of Law
University of Michigan

Richard K. Neumann, Jr.

Professor of Law
Hofstra University School of Law

David Alan Sklansky

Professor of Law
University of California, Berkeley

Kent D. Syverud
Dean and Ethan A. H. Shepley University Professor
Washington University School of Law

Elizabeth Warren
Leo Gottlieb Professor of Law
Harvard University
 ©
Business Basics
for Law Students
Essential Concepts and Applications
Fourth Edition

Robert W. Hamilton
Minerva House Drysdale Regents
Chair in Law
University of Texas

Richard A. Booth
Marbury Research Professor of Law
University of Maryland

AS faleN
PUB rts Heke Res

111 Eighth Avenue, New York, NY 10011

http: //lawschool.aspenpublishers.com
© 2006, Aspen Publishers, Inc.
a Wolters Kluwer business
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All rights reserved. No part of this publication may be reproduced or

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Aspen Publishers
Attn: Permissions Department
111 Eighth Avenue, 7th Floor
New York, NY 10011-5201

Printed in the United States of America.

4567890

ISBN 0-7355-5744-6

Library of Congress Cataloging-in-Publication Data

Hamilton, Robert W., 1931-

Business basics for law students : essential concepts and applications/
Robert W. Hamilton, Richard A. Booth. —4th ed.
p..cm,
ISBN 0-7355-5744-6
1. Business law— United States. 2. Business enterprises— Law and
legislation — United States. I. Booth, Richard A., 1950- II. Title.

KF889.H238 2006
346.7307 —dc22

2006004379
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¢ canmany OF CONTENTS

Contents
Preface and Acknowledgments

Chapter 1 Debt and Interest

Chapter 2 Present Value
Chapter 3 Real Estate
Chapter 4 Annuities and Retirement Plans
Chapter 5 Insurance
Chapter 6 Accounting and Financial Reporting
Chapter 7 Valuation of a Going Business
Chapter 8 Federal Taxation
Chapter 9 Insolvency and Bankruptcy
Chapter 10 Business Organizations
Chapter 11 Corporations
Chapter 12 Securities Regulation
Chapter 13 Mergers and Acquisitions
Chapter 14 Trading in Stocks and Bonds
Chapter 15 Options, Futures, and Derivatives
Chapter 16 Investment Companies

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S CONTENTS

Preface and Acknowledgments xVU

CHAPTER 1
DEBT AND INTEREST 1

§1.1 Introduction 1
§1.2 Simple Interest and Compound Interest 3
§1.3 Formulas Used to Calculate Compound Interest 6
§1.4 The Variety of Interest Rates 2)
§1.5 Formalities of Debt 3
§1.6 Secured and Unsecured Loans US)
§1.7 The Importance of Interest in Commercial Transactions 17

CHAPTER 2
PRESENT VALUE 19

§2.1 Introduction 19
$212 Present Value Calculations Over Multiple Periods 20
§2.3 Annuities 22
§2.4 The Value of a Perpetual Annuity 25
§2.5 Variable Future Payments 28
§2.6 Discount Rate 29
§2.7 Internal Rates of Return 30

CHAPTER 3
REAL ESTATE 33

§3.1 Introduction 33
§3.2 Source of Funds for Acquiring Residential Real Estate 35
Contents

§3.3 Mortgages o7
§3.4 Valuation and Appraisal 41
§3.5 Real Estate Brokers 42
§3.6 The Structure of a Real Estate Purchase 44
S337, Allocation of Closing Costs 45
§3.8 Title Insurance 46
§3.9 Points 48
§3.10 Insurance and Taxes 49
§3.11 The Market for Residential Real Estate Loans 50
§3.12 | Commercial Real Estate Transactions 53
§3.13. The Purchase of Commercial Real Estate 56
§3.14 Permanent and Interim Loans for Real Estate
Development 58
§3.15 Junior Mortgages and Economic Equivalents 59
§3.16 Default and Foreclosure 62
§3.17 Debt and Leverage 65

CHAPTER 4
ANNUITIES AND RETIREMENT PLANS 69

§4.1 Introduction 69
§4.2 Single-Premium Fixed Annuities 70
§4.3 Single-Premium Deferred Annuities 73
§4.4 The Concept of Tax Deferral i
§4.5 Variable Annuities me
§4.6 Multiple-Premium Annuities we]
§4.7 Retirement Plans 80
§4.8 Annuities for One or More Lifetimes 85

CHAPTER 5
INSURANCE 89

§5.1 Introduction 89
§5.2 Life Insurance Generally 90
§5.3 The Business of Insurance 92
§5.4 The Value of Insurance 94
Soe) Term Insurance 29
§5.6 Whole Life Insurance 101
§5.7 Insurance and Investment 104
§5.8 Other Forms of Insurance 105
§5.9 Common Coverage Issues 107
§5.10 Overinsurance, Self-Insurance, and Moral Hazard 108
§5.11 Insurance and the Law 111
§5.12 No Fault Insurance Systems Lis
 Contents

CHAPTER 6
ACCOUNTING AND FINANCIAL REPORTING

§6.1 Introduction
§6.2 The Functions of Accounting
§6.3 The Basic Accounting Equation
§6.4 Accounting for Profits and Losses
§6.5 Journal Entries
§6.6 The Balance Sheet
§6.7 The Income Statement
§6.8 Other Statements
§6.9 The Concept of Accrual
§6.10 Historical Cost
§6.11 Depreciation, Depletion, and Amortization
§6.12 Accounting for Inventory
§6.13 Uses of Financial Statements
§6.14 GAAP and Non-GAAP Financial Statements
§6.15 Cash Flow Financial Projections
§6.16 | Who Has the Responsibility for Preparing Financial
Statements?
§6.17 The Importance of the Auditor’s Opinion
§6.18 | The Importance of Notes to the Financial Statements
§6.19 Adjusting the Numbers in Financial Statements
§6.20 Cooking the Books

CHAPTER 7
VALUATION OF A GOING BUSINESS

§7.1 Introduction
§7.2 Business Appraisers
67.3 The Standard of Value
67.4 Market Price
§7.5 Asset Value
§7.6 Book Value
§7.7 Going Concern Value
§7.8 Estimating Income
§7.9 Valuation with Growth
§7.10 Discounted Cash Flow (DCF)
67.11 Capitalization Rate
Vay Capital Asset Pricing Model (CAPM)
§7.13 Problems with CAPM
§7.14 Adjusting for Capital Structure
§7.15 Valuation Based on a Mixture of Methods
§7.16 Discounts for Lack of Marketability and Other Factors
§7.17 Valuation Based on Subsequent Performance of the
Business
Contents

EERE
ee I ot ee
FEDERAL TAXATION 207
§8.1 Introduction 207
§8.2 Tax Planning and Tax Evasion 209
§8.3 Progressive Tax Rates 211
§8.4 Individual Income Taxation 215
§8.5 Business Income 218
§8.6 Adjusted Gross Income 218
§8.7 Deductions and Exemptions 219
§8.8 Calculation of Tax Due 221
§8.9 Passive Losses and Investment Interest 22d,
§8.10 The Alternative Minimum Tax (AMT) 222
§8.11 Sales and Exchanges of Property 223
§8.12 Recognition of Gain or Loss 224
§8.13 Capital Gains and Losses 225
§8.14 The Collection Process 228
§8.15 Tax Accounting 229
§8.16 Corporations and Other Business Forms 231
§8.17 Taxation of Trusts and Estates 232

CHAPTER 9
INSOLVENCY AND BANKRUPTCY 235

So 1 Introduction 2a5
§9.2 Creditors’ Rights Generally 236
§9.3 Assignment for the Benefit of Creditors 238
§9.4 Compositions and Extensions 239
§9.5 Workouts 239
§9.6 Bankruptcy and Insolvency 240
§9.7 Fraudulent Conveyances and Fraudulent Transfers 241
§9.8 An Overview of the Federal Bankruptcy Code 243
§9.9 Consequences of Bankruptcy 245
§9.10 Limitations on a Bankruptcy Discharge 245

CHAPTER 10
BUSINESS ORGANIZATIONS 249

§10.1 Publicly Held and Closely Held Businesses 250

§10.2 Proprietorship 250
§10.3 Partnership 252
§10.4 Control and Management 254
§10.5 Financial Provisions 255
§10.6 Contributions of Property or Services 256
$10.7 — Dissolution, Winding Up, and Continuation of
the Business 257
 Contents

§10.8 Partnership Tax 258

§10.9 Joint Ventures 258
§10.10 Limited Partnerships 258
§10.11 Corporate General Partners 259
§10.12 Master Limited Partnerships 260
§10.13 Family Limited Partnerships 260
§10.14 Limited Liability Companies 262
§10.15 The Development of LLCs in the United States 263
§10.16 Comparison with Other Business Forms 263
§10.17 Default Rules for LLCs 266
§10.18 Limited Liability Partnerships 267
§10.19 LLPs Contrasted with Other Business Forms 267
§10.20 Conflicts of Interest Within an LLP 268
§10.21 Limited Liability Limited Partnerships 269
§10.22 Professional Corporations 269
§10.23 Selection of Business Form 269
§10.24 Limited Liability 270
§10.25 Federal Income Taxation of Businesses in General psy)
§10.26 Subchapter C Taxation 272
§10.27 S Corporation Taxation 273
§10.28 Subchapter K Taxation and the Check-the-Box Rules 274

CHAPTER 11
CORPORATIONS

§11.1 Introduction
§11.2 Limited Liability and Piercing the Corporate Veil
§11.3 Preincorporation Transactions
§11.4 Publicly Held and Closely Held Corporations
§11.5 Sources of Corporation Law
§11.6 Documents Governing Corporate Internal Affairs
§11.7 Internal Structure of a Corporation
§11.8 Stockholder Voting and Electing Directors
§11.9 Management of Corporations
§11.10 Fiduciary Duties
§11.11 Duty of Care
§11.12 Duty of Loyalty
§11.13 Derivative Actions
§11.14 Closely Held Corporations
§11.15 Capital and Capital Structure
§11.16 Common Shares
§11.17 Classified Common Stock
§11.18 Preferred Shares
§11.19 Cumulative Dividends
§11.20 Redemption and Conversion Rights
§11.21 Series Issue and Blank Check Preferred Stock
§11.22 Uses of Preferred Shares
Contents

§11.23 Market Price of Preferred Shares 324

§11.24 Warrants, Rights, and Options 326
§11.25 Bonds and Debentures 327
§11.26 Record and Nominee Ownership of Securities 329
§11.27 Dividends and Distributions 331
§11.28 Legal Restrictions on Distributions 332
§11.29 Share Repurchases 835
§11.30 Share Repurchases by Publicly Held Corporations 337
§11.31 Distribution Policies in Closely Held Corporations 338
§11.32 Distribution Policies in Publicy Held Corporations Sap
§11.33 Share Dividends 341
§11.34 Share Splits 341
§11.35 Determining Who Is Entitled to a Distribution 342

CHAPTER 12
SECURITIES REGULATION 345

§12.1 Securities Law Generally 345

§12.2 What Constitutes a Security? 348
$12.3 Securities Act of 1933 349
§12.4 The Offering Process 351
§12.5 2005 Reforms 352
§12.6 Underwriting Agreement 354
§12.7 = Issuer Preparation for Offering 5/
§12.8 | Special Problems with Intitial Public Offerings 360
§12.9 Exempt Securities and Transactions 363
§12.10 Registration of Public Companies 365
§12.11 Regulation of Proxy Solicitations 370
§12.12 Stockholder Proposals 374
§12.13 Proxy Fraud 375
§12.14 Materiality 375
§12.15 Proxy Contests 376
§12.16 Securities Fraud cya
§12.17 Securities Fraud Class Actions 379
§12.18 Insider Trading 382
§12.19 Sarbanes-Oxley Act 386
§12.20 Stock Exchange Listing Standards 390

CHAPTER 13
MERGERS AND ACQUISITIONS 393
§13.1 Introduction 393
613.2 Methods by Which One Corporation Can Acquire Another 397
613.3 Divisive Transactions 399
613.4 Planning, Tax, and Accounting Considerations 401
§13.5 Anatomy of a Hostile Takeover 402
§13.6 Toehold Acquisitions 404
 Contents

§13.7 Tender Offers 405

§13.8 Role of Arbitrageurs in Takeovers 409
§13.9 Back-End Transactions 412
§13.10 Proxy Fights 415
§13.11 Defensive Tactics in General 416
§13.12 Poison Pills 419
§13.13 State Takeover Statutes 421
§13.14 State Regulation of Defensive Tactics 423
§13.15 Leveraged Buyouts and Going Private 427

CHAPTER 14
TRADING IN STOCKS AND BONDS

§14.1 Introduction
§14.2 The Efficient Capital Market Hypothesis
§14.3. The New York Stock Exchange
§14.4 A Prototypical NYSE Transaction
§14.5 Limit Orders
§14.6 The Role of the Specialist
§14.7 Block Trades
§14.8 Regional Exchanges
§14.9 Newspaper Reports of NYSE Trading
§14.10 The American Stock Exchange
§14.11 The Over-the-Counter Market
§14.12 The NASDAQ National Market
§14.13 Others Levels of the OTC Market
§14.14 The Third Market and the Fourth Market
§14.15 Market Indexes
§14.16 The DJIA and Circuit Breakers
§14.17 Margin
§14.18 Short Selling
§14.19 The Bond Market
§14.20 Junk Bonds
§14.21 Zero Coupon Bonds
§14.22 Short-Term Debt
§14.23 Municipal Bonds
§14.24 Risk in Fixed-Income Investments

CHAPTER 15
OPTIONS, FUTURES, AND DERIVATIVES

§15.1 Introduction
§15.2 Puts and Calls
§15.3 Options on Indexes, Foreign Currencies, and Interest Rates
§15.4 Commodities Markets and Trading in Futures
615.5 Arbitrage and Program Trading
§15.6 Swaps and Derivatives
Contents

CHAPTER 16
INVESTMENT COMPANIES
ay hs
§16.1 Introduction SL
§16.2 Risk and Diversification rab Fe
§16.3 Investment Companies a
§16.4 Closed-End Investment Companies 516
§16.5 Open-End Investment Companies (Mutual Funds) a A
§16.6 Other Fund Types 526
§16.7 Real Estate Investment Trusts B29

Master Word List 531

S PREFACE AND
ACKNOWLEDGMENTS

This book is written primarily for the benefit of law students who have little
or no business background and who want additional help in connection with
business and financial concepts. Topics covered include time value of money,
real estate transactions, annuities and retirement plans, insurance, accounting
and financial reporting, valuation, income tax, bankruptcy, business organiza-
tions, securities regulation, mergers and acquisitions, trading in securities and
commodities, investment companies, and the practice of business law.
The focus of this book is on business and finance and not primarily on legal
concepts. Thus, it is not a substitute for a casebook in a traditional law school
course. Rather, it is intended to be a supplement to the primary text in such
courses. It is designed to demystify business concepts for law students who may
feel intimidated by the subject matter or by the apparent sophistication of fellow
students. It is also designed to help overcome the fear of numbers that is
common among law students with a background in the humanities and social
sciences. In the practice of law today, an understanding of numbers and
relatively simple financial concepts is essential.
The book emphasizes vocabulary that may be unfamiliar to many readers.
Words and acronyms such as amortization, CAPM, discount rate, hedge fund,
naked put, OID, and zero coupon bond may strike fear in the heart of an English
major. This book explains these terms by using them in the context of the
business settings in which they arise. These terms are boldfaced when they are
first used and are included in a list at the end of the book together with the page
on which they first appear and are defined or explained.
Many readers will find some of the material in this book to be elementary,
but it is unlikely that anyone will find all of it so. Indeed, we think that the book
will also be quite useful to a practicing lawyer or judge who needs a ready
reference or refresher. The book may also be useful for business students and
business people generally, who may not understand the legal reasoning and
policy behind specific rules that relate to their activities. For example, every real
estate developer understands that one can seldom borrow all the money
necessary to fund a project, but few may have thought through why that should
be so.
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