This seminar analyzes advanced legal issues in business transactions through a problem approach. The problems involve issues of corporate securities and tax law. The legal issues cover such problems as the formation of a closed corporation, control devices utilized in the closed corporation, the sale and purchase of businesses, financing the closed corporation, special tax aspects in connection with a closely held business, the public issue of securities, the private offering exemption, tender offers, transactions in securities of the corporation by directors and controlling shareholders. Written solutions to problems of current interest are prepared by students from time to time. Problems are presented to students in the manner of lawyers in a firm.