The entrepreneur's guide to business law / Constance E. Bagley, Craig E. Dauchy.
2012
KF390.B84 B34 2012 (Map It)
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Author
Title
The entrepreneur's guide to business law / Constance E. Bagley, Craig E. Dauchy.
Published
Mason, Ohio : South-Western, [2012]
Copyright
©2012
Call Number
KF390.B84 B34 2012
Edition
Fourth edition.
ISBN
9780538466462 (pbk.)
0538466464 (pbk.)
0538466464 (pbk.)
Description
xxiii, 816 pages : forms ; 24 cm
System Control No.
(OCoLC)657601769
Bibliography, etc. Note
Includes bibliographical references and index.
Record Appears in
Gift
Purchased from the income of the Edith L. Fisch Fund
Added Author
Gift
The Arthur W. Diamond Law Library
Purchased from the income of the Edith L. Fisch Fund
Table of Contents
About the Authors
xiii
Preface
xv
1.
Taking the Plunge
1
Putting It into Practice
5
2.
Leaving Your Employer
12
Restrictions While Still Employed
13
Postemployment Restrictions and the Covenant Not to Compete
18
Trade Secrets
25
Invention Assignment Agreements and Works for Hire
28
Strategies for Leaving on Good Terms
29
Putting It into Practice
32
3.
Selecting and Working with an Attorney
35
The Need for an Attorney
36
Choosing an Attorney
36
Working Cost-Efficiently with an Attorney
41
Preserving Attorney-Client Privilege
48
Putting It into Practice
51
4.
Deciding Whether to Incorporate
54
The Forms of Business Entity
55
Corporations
56
Partnerships
60
Limited Liability Companies
64
Selecting a C Corporation, S Corporation, Partnership, or Limited Liability Company
67
Choosing and Protecting a Name for a Business
72
Conducting Business in Other States, Local Licenses, and Insurance
73
Putting It into Practice
75
5.
Structuring the Ownership
77
Incorporation
79
Splitting the Pie
88
Issuing Equity, Consideration, and Vesting
91
Employee Stock Options
96
Tax Treatment of Founders' Stock and Employee Stock Options
101
Agreements Relating to the Transfer of Shares
110
Shareholder Voting Agreements
112
Proprietary Information and Inventions, Employment, and Noncompete Agreements
114
Putting It into Practice
116
6.
Forming and Working with the Board
121
The Benefits of Having an Independent Board
122
The Size of the Board
123
Frequency and Duration of Board Meetings
124
Type of Representation Desired
125
The Responsibilities of the Board
128
Compensation of Board Members
133
Types of Information Directors Need
134
How to Make the Most Effective Use of the Board
137
Putting It into Practice
141
7.
Raising Money and Securities Regulation
145
Sources of Funds
145
Pitching to Investors
157
Issues Related to Investment Securities
162
Federal Securities Registration and Exemptions
172
Blue Sky Laws
184
Putting It into Practice
194
8.
Marshaling Human Resources
197
Employees versus Independent Contractors
198
Major Employment Civil Rights Legislation
203
Equal Employment Opportunity Commission
224
Prehiring Practices
224
Other Employment Legislation
231
Employee Privacy, Monitoring of Employee E-Mail, and Limitations on the Use of Employee Health Information
236
Employment At Will and Wrongful Discharge
238
The Employment Agreement
241
Mandatory Arbitration of Employment Disputes
245
Foreign Employees
247
Equity Compensation
248
Other Employee Benefits
249
Employer Liability for Employees' Acts
254
Reducing Employee-Related Litigation Risk
254
Preventing Employee Fraud
258
Putting It into Practice
260
Getting It in Writing: Sample Independent Contractor Services Agreement
263
9.
Contracts and Leases
279
Sources of Law and Choice of Law
280
Elements of a Contract
280
Oral Agreements and the Statute of Frauds
286
Preparing Written Contracts
290
Electronic Contracts
293
General Contract Terms to Consider
296
Checklist for Contract Analysis
305
Effect of Bankruptcy
307
Remedies
308
Promissory Estoppel
312
Quantum Meruit
312
Leases
313
Contracts for the Purchase of Real Property
315
Loan Agreements
316
Putting It into Practice
317
10.
E-Commerce and Sales of Goods and Services
319
Sales of Goods under Article 2 of the UCC
320
Electronic Contracts
325
UCC Article 2 Warranties
327
Magnuson-Moss Warranty Act
331
International Sale of Goods and the Convention on Contracts for the International Sale of Goods (CISG)
333
Strict Liability in Tort for Defective Products
335
The Consumer Product Safety Commission and Other Administrative Agencies
342
Consumer Privacy and Identity Theft
343
Advertising
350
Unfair Competition
353
Jurisdiction, Choice of Forum, and Choice of Law in E-Commerce Disputes
355
Putting It into Practice
361
11.
Operational Liabilities and Insurance
366
Negligence
367
Defenses to Negligence
371
Intentional Torts
372
Strict Liability
380
Toxic Torts
381
Vicarious Tort Liability and Respondeat Superior
382
Tort Remedies
383
Tort Liability of Multiple Defendants
385
Antitrust Violations
386
Environmental Liabilities
392
Bribery and the Foreign Corrupt Practices Act
396
Tax Fraud
398
Wire and Mail Fraud
398
Obstruction of Justice and Retaliation against Whistle-blowers
399
Computer Crime and the Computer Fraud and Abuse Act
399
Insurance
400
Strategic Compliance Management
402
Putting It into Practice
406
12.
Creditors' Rights and Bankruptcy
411
Types of Loans
412
Loan Agreements
414
Secured Transactions under the UCC
414
Security Agreements
416
Perfecting a Security Interest
419
Filing Procedure
421
Types of Creditors and Their Rights
423
Personal Guaranties
425
Strategies for Responding to a Financial Crisis
425
Fiduciary Duties of the Officers and Directors of an Insolvent or Bankrupt Company
432
Types of Bankruptcy
433
The Chapter 11 Bankruptcy Process
435
Effect of Bankruptcy on Director and Officer Litigation and Indemnification
444
Running a Business in Bankruptcy
445
ch. 11
Plan of Reorganization
447
Prepackaged Bankruptcy and Plans of Reorganization
452
Business Combination through Chapter 11 Bankruptcy
454
Loss of Control and Other Risks in Bankruptcy
455
Bankruptcy Pros and Cons
455
Putting It into Practice
456
13.
Venture Capital
458
Deciding Whether to Seek Venture Capital
459
Finding Venture Capital
462
Selecting a Venture Capitalist
463
Determining the Valuation
469
Rights of Preferred Stock
473
Other Protective Arrangements
500
Putting It into Practice
503
Getting It in Writing: Sample Venture Capital Term Sheet
506
14.
Intellectual Property and Cyberlaw
516
Trade Secret Protection
518
Copyrights
529
Patents
542
Trademarks
558
Domain Names
567
Trade Dress
568
Employee Proprietary Information and Invention Agreements
569
Comparison of Types of Protection
571
Licensing Agreements and Other Transfers of Intellectual Property
573
Putting It into Practice
585
15.
Going Global
588
Selecting the Best Overseas Presence: Representative Office, Branch, Subsidiary, or a Hybrid Approach?
589
Tax Planning
594
Establishing a Legal Presence
597
Corporate Issues When Establishing an Overseas Subsidiary
599
Hiring and Employing Overseas
604
Distributors, Value-Added Resellers, and Sales Agents
614
Intellectual Property
615
Funding
616
Property and Operations
620
U.S. Support for Overseas Operations
622
Putting It into Practice
625
16.
Buying and Selling a Business
628
Business Combination versus Initial Public Offering
629
Types of Acquirers
631
Forms of Business Combinations
631
Stock Purchase and Sale
636
Merger
639
Pricing Issues and Forms of Consideration
643
Effect of a Business Combination on Preferred-Stock Rights and Stock Options
647
Tax Treatment
649
Nontax Considerations
654
Securities Law Requirements
655
Accounting Treatment
663
Antitrust Compliance
664
Shareholder Approval and Dissenters' Rights
667
Board Approval and Fiduciary Duties
670
The Merger Process
672
Due Diligence
676
The Merger Agreement
679
Other Documents Related to the Merger
687
Postclosing: Integration
688
Franchising a Business
689
Putting It into Practice
695
Getting It in Writing: Sample Term Sheet for Acquisition of a Privately Held Corporation by a Public Company
701
17.
Going Public
705
Advantages and Disadvantages of Going Public
707
IPO versus Sale of the Company
712
Is the Company a Viable IPO Candidate?
715
The IPO Process
717
Restrictions on Sales of Shares
744
Contents of the Prospectus
746
Liability for Misstatements in the Registration Statement
752
Preparing for an IPO
753
Responsibilities of a Public Company and Its Board of Directors
759
Insider Trading
764
Post-IPO Disclosure, Communications with Analysts, and Regulation FD
771
Putting It into Practice
777
Internet Sources
784
Table of Cases
788
Index
793