Business_Law_Deck_Eng_110

Business_Law_Deck_Eng_110 - A Primer on Key Business Law...

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A Primer on Key Business Law Topics for Technology Management & Entrepreneurs Engineering 110
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Questions That This Session Will Address What are the sources of law and the fundamentals of legal thinking? What are the different types of business entities and their respective merits? What kinds of legal considerations are involved in raising capital for a new business? How do I protect my ideas? How do contracts work? What do I need know about hiring/managing/firing employees or contractors? What happens in litigation / when lawsuits occur? What other types of legal issues / areas of law do I need to be aware of as an entrepreneur or business person?
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The Law
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Introduction: The Labyrinth of the Law The answer to everything legal always is: IT DEPENDS How then do business executives, product managers, entrepreneurs, employees, technical specialists, and directors operate in such a world of complexity and ambiguity? (Besides paying a lot of money for legal counsel)
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Introduction: The Labyrinth of the Law Primary Sources of Law: i. Case Law (known as “common law” or “precedent”) i. Legislation ii. Treaty or Convention (if applicable) Always evolving – never static Despite complexity and nuance, business people and technical specialists with a fundamental grasp of business law have an edge
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Business Entities: Getting Organized
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Business Entities Four Primary Types: Sole Proprietorship Corporation Partnership (LLP) Limited Liability Company (LLC) Advantages / Disadvantages Selecting the Appropriate Structure Where to Incorporate
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Business Entities Key Selection Considerations: 1. Control 2. Liability 3. Liquidity 4. Taxes
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Business Entities Business Entities are LEGAL FICTIONS The fictional identity must be maintained! Important Considerations: i. Control ii. Alter-Ego and “Piercing the Veil” iii. Co-mingling of personal and business funds iv. Adequate Funding v. Filings and Records
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Raising Capital: Getting Money
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Raising Capital and Securities Law What is a “security”? Two primary pieces of legislation that govern offering securities: o The Securities Act of 1933 (Securities Act) o The Securities Exchange Act of 1934 (Exchange Act) o A result of the chaotic markets during the 1920s Offering securities of any kind theoretically triggers federal securities laws ... but there are some important exemptions
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Key Federal Securities Law Exemptions Intrastate Offering Private Offering (see Reg D 506) Reg A Reg D Rule 504 Rule 505 Rule 506 – “Safe Harbor” Accredited Investor California Rule 1001 Employee Benefits Plans – Rule 701 Remember that all exemptions still are subject to anti-fraud provisions State securities laws still may apply!
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Putting on The “Golden Straight Jacket” A burdensome patchwork of federal and state regulation Significant transaction / other costs Considerations when offering securities: i. What exemptions you may quality for ii. If and how you can solicit
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