Lecture 10 Notes, Business Interaction
the law is pro-employer
Violation of an employers obligation of good faith. If you are a salesperson
and there is a clear idea of what you need to do to get compensated, you will
win in court, i
Lecture 9 Notes, Joint Ventures
For the large part domestic and international deals are not that different.
There are same issues, covenants about business, IP issues, and antitrust
o tax and structuring issues
! you need an internat
Lecture 8 Notes, Stocks
The CEO cant be in room due to conflict of interests ! beware of law suits,
and avoid financial interests.
Cronism: social relationships, (non-financial)
A reasonable amount. They need to prove it to jurors.
Should you consider wha
Lecture 7 Notes, Public Companies
Perhaps contact Board of Directors.
Counsel should gather more information about a possible acquisition deal.
You dont want to go formal, until you are much further along the process.
Confidentiality agreements (imperfect
Lecture 6 Notes, Purchase Agreements
o Buyer wants seller to take good care of the assets. Why would seller
cross this out?
o Once the seller signs, thats it.
o Seller must continue to conduct its business in the ordinary course.
o Any time you
Lecture 5 Notes, Taxes
Buyers objective: acquire assets of a target company with the most beneficial
tax attributes as possible.
If NBV < fair value, then buyer wants to take it with a stepped-up basis so
they can claim tax on this basis
Tax sheltered cas
Lecture 1 Notes, Duties
duty to respect protected interest (reasonable care)
failure to meet the duty
harm to another
caused by the failures
India built a plant
Failure to exercise due care = negligence
a.) working rel
Lecture 2 Notes, Misconduct
Prevent/ameliorate all harm
o Help those people in Bhopal! of course, you are responsible;
you will look bad if you dont.
o Other plants? You dont want another accident next week.
o Its a common concern/dilemma.
Lecture 3 Notes, Contracts
o Risk averse. How does he figure out if seller has capacity to sell the
o Try to figure out if it will have an impact? Factors? Sales? Financial
Matters? How do you find out about these things?
1. Get access to
Lecture 4 Notes, Deals
Privately negotiated businesses
o Process begins:
! handshake, agreement on price. Phone to call to lawyer: Weve agreed
to busy business B for $x.
! Letter of Intent, LOI, (no need to have it). But, its a good thing