The entrepreneur's guide to law and strategy

Cover
Title page
Copyright page
Dedication
Brief Contents
Contents
About the Authors
Preface
Chapter 1: Taking the Plunge
	Becoming an Entrepreneur
	Determining Which Ideas Can Become Successful Businesses
	Law, Entrepreneurship, and the Value of Legal Astuteness
	Putting It into Practice
Chapter 2: Leaving Your Employer
	Restrictions While Still Employed
	Postemployment Restrictions and the Covenant Not to Compete
	Trade Secrets
	Invention Assignment Agreements and Works for Hire
	Strategies for Leaving on Good Terms
	Putting It into Practice
Chapter 3: Selecting and Working with an Attorney
	The Need for an Attorney
	Choosing an Attorney
	The Structure of Billing Costs
	Working Cost Effectively with an Attorney
	Preserving Attorney-Client Privilege
	Putting It into Practice
Chapter 4: Deciding Whether to Incorporate
	Forms of Business Entity
	Sole Proprietorships
	Corporations
	Partnerships
	Limited Liability Companies
	Selecting the Most Appropriate Form of Organization
	Choosing and Protecting a Name for a Business
	Registering to Do Business in Other States and Obtaining Local Licenses
	Putting It into Practice
Chapter 5: Structuring the Ownership
	Incorporation
	Splitting the Pie
	Issuing Founders’ Stock
	Employee Stock Options
	Tax Treatment of Employee Stock Options
	Repurchase Rights, Rights of First Refusal, and Other Restrictions on the Transfer of Stock
	Shareholder Voting Agreements
	Proprietary Information and Inventions, Employment, and Noncompete Agreements
	Putting It into Practice
Chapter 6: Forming and Working with the Board
	The Benefits of Having an Independent Board
	Size of the Board and Frequency and Duration of Board Meetings
	Type of Representation Desired
	The Responsibilities of the Board
	Compensation of Board Members
	Types of Information Directors Need
	How to Make the Most Effective Use of the Board
	Putting It into Practice
Chapter 7: Raising Money and Securities Regulation
	Sources of Funds
	Using Online “Crowdfunding” Platforms and Placement Agents
	Pitching to Investors
	Types of Investment Securities
	Federal and State Securities Registration and Qualification Requirements
	Exemptions from Federal Registration Requirements
	Blue Sky Exemptions and Federal Preemption
	Putting It into Practice
Chapter 8: Marshaling Human Resources
	Employees Versus Independent Contractors
	Major Employment Civil Rights Legislation and the Role of the EEOC
	Prehiring Practices
	Other Employment Legislation
	Employee Privacy, Monitoring of Employee Email, and Limitations on the Use of Employee Health Information
	Employment at Will and Wrongful Discharge
	The Employment Document
	Mandatory Arbitration of Employment Disputes
	Foreign Nationals Working Inside the United States and U.S. Citizens and Foreign Nationals Working Outside the United States
	Cash and Equity Compensation
	Other Employee Benefits
	Employer Liability for Employees’ Acts
	Reducing Employee-Related Litigation Risk
	Preventing Employee Fraud
	Putting It into Practice
Chapter 9: Contracts and Leases
	Sources of Law
	Negotiating Term Sheets and Other Preliminary Agreements
	Types of Contracts
	Choice of Law
	Elements of a Contract
	Oral Agreements and the Statute of Frauds
	Preparing Written Contracts
	Electronic Contracts
	General Contract Terms to Consider
	Checklist for Analyzing a Possible Contract Dispute
	Effect of Bankruptcy
	Remedies
	Promissory Estoppel
	Quantum Meruit
	Leases
	Contracts for the Purchase of Real Property
	Loan Agreements
	Putting It into Practice
Chapter 10: E-Commerce, Sales, and Consumer Privacy
	Sales of Goods Under Article 2 of the UCC
	Electronic Contracts
	UCC Article 2 Warranties
	Magnuson-Moss Warranty Act
	International Sales of Goods and the Convention on Contracts for the International Sale of Goods
	Strict Liability in Tort for Defective Products
	The Consumer Product Safety Commission and Other Administrative Agencies
	Consumer Privacy and Identity Theft
	Advertising
	Unfair Competition
	Resolving E-Commerce Disputes: Jurisdiction, Choice of Law, and Enforcement of Foreign Judgments
	Putting It into Practice
Chapter 11: Operational Liabilities, Insurance, and Compliance
	Negligence
	Defenses to Negligence
	Intentional Torts
	Strict Liability
	Toxic Torts
	Vicarious Tort Liability and Respondeat Superior
	Tort Remedies
	Tort Liability of Multiple Defendants
	Antitrust Violations
	Environmental Liabilities
	Bribery and the Foreign Corrupt Practices Act
	Tax Liability
	Wire and Mail Fraud
	Obstruction of Justice and Retaliation Against Whistle-Blowers
	Computer Crime and Misappropriation of Intellectual Property
	Insurance
	Strategic Compliance Management
	Putting It into Practice
Chapter 12: Creditors’ Rights and Bankruptcy
	Types of Loans
	Loan Agreements
	Secured Transactions Under the UCC
	Security Agreements
	Perfecting a Security Interest
	UCC Filing Procedure
	Types of Creditors and Their Rights
	Personal Guaranties and Liability of Individual General Partners
	Strategies for Responding to a Financial Crisis Outside of Bankruptcy
	Fiduciary Duties of the Officers and Directors of an Insolvent or Bankrupt Corporation or a Corporation in the Zone of Insolvency
	Types of Bankruptcy
	The Chapter 11 Bankruptcy Process
	Effect of Bankruptcy on Director and Officer Litigation and Indemnification
	Operating a Business in Bankruptcy
	Chapter 11 Plan of Reorganization
	Prepackaged Bankruptcies and Plans of Reorganization
	Business Combinations Through Chapter
	Bankruptcy
	Loss of Control and Other Risks in Bankruptcy
	Bankruptcy Pros and Cons
	Putting It into Practice
Chapter 13: Venture Capital
	Deciding Whether to Seek Venture Capital
	Finding Venture Capital Investors
	Pitching to a Venture Capitalist
	Determining the Valuation
	Rights of Preferred Stock
	Other Protective Arrangements
	Putting It into Practice
	Getting It in Writing: Sample Venture Capital Term Sheet
Chapter 14: Intellectual Property and Licensing
	Trade Secret Protection
	Copyrights
	Patents
	Trademarks
	Domain Names and Cybersquatting
	Employee Proprietary Information and Assignment of Inventions Agreements
	Comparison of Types of Protection
	Licensing Agreements and Other Transfers of
 Intellectual Property
	Special Issues Associated with Software Licenses, Open-Source Software, and Online Terms of Use
	Putting It into Practice
Chapter 15: Going Global
	Selecting the Best Overseas Presence: Representative Office, Branch, Subsidiary, or a Hybrid Approach
	International Tax Planning
	Establishing a Foreign Business Presence
	Owning and Operating an Overseas Subsidiary
	Hiring Workers Overseas
	Distributors, Value-Added Resellers, and Sales Agents
	International Intellectual Property Issues
	Funding Foreign Operations
	Leasing Property, Acquiring Equipment, and Setting Up Operations
	U.S. Support for Overseas Offices and
 Facilities
	Putting It into Practice
Chapter 16: Buying and Selling a Business
	Business Combinations Versus Initial Public Offerings
	Types of Acquirers
	Forms of Business Combinations
	Pricing Issues and Types of Consideration
	Effect of a Business Combination on Preferred Stock Rights and Stock Options
	Tax Treatment of Business Combinations
	Shareholder Approval and Dissenters’ Rights
	Fiduciary Duties of the Board and Controlling Shareholders
	Securities Law Requirements
	Accounting Treatment
	Antitrust Compliance
	The Merger Process
	The Merger Agreement
	The Closing and Postclosing Integration
	Putting It into Practice
	Getting It in Writing: Sample Term Sheet for the Acquisition of a Privately Held Corporation by a Public Company
Chapter 17: Going Public
	A Brief History of Modern IPO Market Conditions
	IPO Versus Sale of the Company
	Advantages and Disadvantages of Going Public
	When is the Company a Viable IPO Candidate
	Participants in the IPO Process
	Preparing for the IPO
	The IPO Process
	Restrictions on Resales of Shares After an IPO
	Ban on Insider Trading
	Liability for Short-Swing Profits
	Ongoing Responsibilities of a Public Company and Its Directors and Officers
	Putting It into Practice
Notes
Index