Advising the Small Business : Forms and Advice for the Legal Practitioner / Jean L. Batman.

Format:

Book

Author/Creator:

Batman, Jean L., author.

Contributor:

American Bar Association. General Practice, Solo, and Small Firm Section, sponsoring body.

Language:

English

Subjects (All):

Small business--Law and legislation--United States.

Small business.

Physical Description:

1 online resource (833 pages)

Edition:

Third edition.

Place of Publication:

Cleveland : American Bar Association, 2018.

Chicago, Illinois : American Bar Association, [2018]

Summary:

Advising the Small Business is a valuable guide for general practitioners, small firm attorneys, and young lawyers engaged in providing legal counsel to small, privately held businesses.

Contents:

Intro

Title Page

Copyright

Contents

Acknowledgments

About the Author

Preface

Chapter 1 Representing the Small Business

1.1 What Should You Know About Representing Small Businesses?

1.2 Who Is Your Client, and How Can You Avoid Conflicts of Interest?

1.3 How Can You Provide Value to Your Clients?

1.4 How Can You Attract and Retain Small Business Clients?

1.5 Sample Documents and Checklists

Form 1 A: Terms and Conditions for Fee Agreements

Form 1 B: Credit Card Acceptance Language

Form 1 C: Letter to Client Considering Other Counsel

Form 1 D: Sample Fee Deferral and Investment Provision for Fee Agreement

Form 1 E: Sample Contract Provision to Acknowledge the Company as the Client

Form 1 F: Sample Disclosure for Taking an Interest in a Client

Chapter 2 Protecting Intellectual Property

2.1 Should Your Client Be Using a Nondisclosure Agreement?

2.2 Does Your Client Have an Idea that May Be Patentable?

2.3 What Is a Provisional Patent?

2.4 In What Other Ways Can a Small Business Protect Its IP?

2.5 How Should Your Client Work with Designers and Developers?

2.6 How Can Your Client Protect Its Trademarks and Domain Names?

2.7 What Can Your Client Do If a Desired Domain Name or Trademark Is Not Available?

2.8 Will Domain Registries Block Use of a Conflicting Domain Name?

2.9 Sample Documents and Checklists

Form 2 A: Checklist for Protecting Trade Secrets

Form 2 B: One-Way Nondisclosure Agreement (NDA)

Form 2 C: Mutual Confidentiality Agreement

Form 2 D: Trade Secrets Agreement

Form 2 E: Technical Consulting Agreement

Form 2 F: Trademark Assignment

Form 2 G: Cease and Desist Letter to Trademark Infringer

Chapter 3 Business Plans

3.1 Does Your Client Need a Business Plan and/or Executive Summary?.

3.2 What Should Be in a Business Plan or Executive Summary?

3.3 What Turns Investors Off in a Business Plan?

3.4 Sample Documents and Checklists

Form 3 A: Template for a One-Page Executive Summary

Form 3 B: Template for a Longer Executive Summary

Form 3 C: Business Plan Outline for Retail Business

Form 3 D: Business Plan Outline for Technology Business

Chapter 4 Contracts for Small Businesses

4.1 How Can You Help Your Client Make Good Contracts?

4.2 When Is It Important for a Small Business to Have a Written Agreement?

4.3 What If Your Client Has Contracts That Don't Work?

4.4 What Should Be in Your Client's Boilerplate?

4.5 Sample Documents and Checklists

Form 4 A: Discussion Points for a Joint Ventureor Strategic Partnership

Form 4 B: Mediation Followed by Arbitration

Form 4 C: AAA Arbitration with Ceiling for Specific Type of Dispute

Form 4 D: Arbitration of a Specific Issue Only

Form 4 E: International Arbitration

Form 4 F: Exception to Arbitration for Disputes Concerning Intellectual Property Rights

Form 4 G: Jury Trial Waiver with Judicial Reference Alternative

Form 4 H: Choice of Law and Jurisdiction Based on Defendant

Form 4 I: Terms and Conditions of Sale

Form 4 J: Website Terms of Use

Chapter 5 Legal Structures for Small Businesses

5.1 What Is a "Corporate Shield"?

5.2 When Should Your Client Form a Separate Legal Entity for Its Business?

5.3 What Form of Entity Should Your Client Choose?

5.4 Where Should Your Client's Company Be Organized?

5.5 What If Your Client Does Business in More than One State?

5.6 What If Your Client Is Operating in an Inappropriate Legal Structure?

5.7 What Legal Requirements Apply to All Businesses?

5.8 How Can Your Client's Owners Avoid Personal Liability?

5.9 Should My Client Get D&amp

O Insurance?.

5.10 What if My Client Wants to Form a Subsidiary?

5.11 Sample Documents and Checklists

Form 5 A: Discussion Items for Determining Form of Entity

Form 5 B: Top Ten List for Avoiding Personal Liability

Chapter 6 Organizing or Cleaning Up a Corporation

6.1 What Is the Basic Structure of a Corporation?

6.2 What Is Authorized Stock?

6.3 How Many Shares Should Be Authorized?

6.4 What Is Issued and Outstanding Stock?

6.5 What Is Issued and Outstanding Stock on an "As If Converted Basis"?

6.6 What Is the Role of a Shareholder?

6.7 What Are the Roles of the Officers?

6.8 What Are the Duties of the Directors?

6.9 What Corporate Formalities Must Be Observed?

6.10 What Should Be in the Client's Corporate Minutes?

6.11 What Are the Tax and Regulatory Obligations of a Corporation?

6.12 Sample Documents and Checklists

Form 6 A: First Correspondence to Newly Formed Corporation

Form 6 B: Second Correspondence to Newly Formed Corporation

Form 6 C: Articles of Incorporation-California

Form 6 D: Certificate of Incorporation-Delaware

Form 6 E: Statement of Incorporator

Form 6 F: Bylaws-California

Form 6 G: Bylaws-Delaware

Form 6 H: Initial Written Consent of Board of Directors

Form 6 I: Rules for Shareholders' Meetings

Form 6 J: Time and Responsibility Schedule for Annual Shareholder Meeting

Form 6 K: Directors' Written Consent

Form 6 L: Shareholders' Written Consent

Form 6 M: Stock Assignment Separate from Certificate

Form 6 N: Lost Securities Indemnity Agreement

Form 6 O: Foreign Corporation Certificate-Delaware

Form 6 P: Certificate of Amendment-Delaware

Form 6 Q: Resignation of Officer/Director

Form 6 R: Agreement for Inspector of Election

Form 6 S: Report of Inspector of Election

Form 6 T: Agreement to Terminate Voting Trust.

Form 6 U: Sample Timeline to Identify Issues for Clean-Up

Chapter 7 Organizing or Cleaning Up an LLC

7.1 What Is the Basic Structure of a Limited Liability Company?

7.2 What Are Membership Interests?

7.3 What Are Economic Interests?

7.4 Should a Specific Number of Membership Interests Be Authorized?

7.5 What Is the Role of a Member?

7.6 What Is the Role of a Manager?

7.7 What Formalities Must Be Observed?

7.8 What Are the Tax and Regulatory Obligations of an LLC?

7.9 Sample Documents and Checklists

Form 7 A: First Correspondence to a Newly Formed LLC

Form 7 B: Limited Liability Company Certificate of Formation

Form 7 C: Limited Liability Company Certificate of Formation-Series

Form 7 D: Limited Liability Company Certificate Face

Form 7 E: Limited Liability Company Certificate Legend

Form 7 F: Managers' Written Consent for Limited Liability Company

Form 7 G: Written Consent of LLC Members

Form 7 H: Operating Agreement-California Short Form

Form 7 I: Operating Agreement-California Corporate Format

Form 7 J: Operating Agreement-Delaware Series

Form 7 K: Operating Agreement-Nevada Manager-Managed

Form 7 L: Power of Attorney

Form 7 M: Proxy

Chapter 8 Organizing or Cleaning Up a Partnership

8.1 What Are the Basic Partnership Types and Structures?

8.2 What Are the Roles of Partners?

8.3 What Formalities Must Be Observed?

8.4 What Are the Tax and Regulatory Obligations of a Partnership?

8.5 Sample Documents and Checklists

Form 8 A: Certificate of Limited Partnership-Delaware

Form 8 B: Limited Partnership Agreement-California

Form 8 C: Amendment to Limited Partnership Agreement

Form 8 D: One-Page General Partnership Agreement

Form 8 E: Partnership Agreement for a California LLP

Form 8 F: Mutual Release and Confidentiality Agreement.

Chapter 9 Founders and Advisors

9.1 What Is a Founder?

9.2 When Should Founders Have a Written Agreement?

9.3 What Is Founders Stock?

9.4 How Many Shares Should Founders Receive?

9.5 How Should Equity Be Apportioned Among Founders?

9.6 Should Your Client Formalize Its Relationship with Its Advisors?

9.7 What Are Owners Agreements, and What Should They Cover?

9.8 Should a Small Business Impose Vesting Requirements?

9.9 What Is a Section 83(b) Election?

9.10 What Are Typical Vesting Requirements?

9.11 How Should Ownership Be Valued for Purposes of a Buyout?

9.12 Sample Documents and Checklists

Form 9 A: Founders Agreement

Form 9 B: Shareholder Agreement

Form 9 C: Offer Notice Pursuant to Right of First Refusal

Form 9 D: Provision to Deal with Phantom Income

Form 9 E: Insurance-Funded Buyout Provision

Form 9 F: Bylaws for a Board of Advisors

Form 9 G: Board of Advisors Agreement

Form 9 H: Valuation Provisions for Buy-Sell Agreements

Form 9 I: Indemnification Agreement for Director or Advisor

Chapter 10 Introduction to Raising Capital

10.1 Which Laws Should a Small Business Be Aware of When Raising Capital?

10.2 What Is an Accredited Investor?

10.3 Which Private Placement Exemption Should My Client Use?

10.4 Does It Matter Where the Investors Reside, or What Are Blue Sky Laws?

10.5 What About Crowdfunding?

10.6 What If Investors Provide Goods and Services Rather than Cash?

10.7 Is It Okay to Put Fund-Raising Information on a Website?

10.8 What Is Restricted Stock?

10.9 What Is a Private Placement Memorandum?

10.10 Can My Client Pay Finder's Fees?

10.11 Are There Any Recordkeeping Requirements?

10.12 What If Your Client Violates Securities Laws?

10.13 Where Can I Find the Referenced Forms?

10.14 Sample Documents and Checklists.

Form 10 A: Outline for Private Placement Memorandum.

Notes:

Title from eBook information screen..

Includes bibliographical references and index.

Description based on print version record.

ISBN:

1-64105-154-X

OCLC:

1262373242