Law 514 Corporations Instructor: Dwight Drake Corporations Law A 514 Fall 2007 Instructor: Dwight Drake Copyright 2005 Dwight Drake. All Rights Reserved.

Slides:



Advertisements
Similar presentations
Chapter 31 Entrepreneurs and Sole Proprietorships
Advertisements

Financial and Managerial Accounting
Economic Institutions
Corporate & Partnership Tax - Instructor: Dwight Drake Check The Box Game Pre – Big fear was taxable as C corp association - The 6-4 structuring.
Business Basics Better Business 2nd Edition Solomon (Contributing Editor) · Poatsy · Martin © 2012 Pearson Education, Inc. Publishing as Prentice Hall.
Forms of Business.
Forming The Start Up Venture Which Structure is Right for You? Gregory W. Gribben, Esq. Woods Oviatt Gilman LLP October 9, 2012.
THE MARKET SYSTEM and the Circular Flow Model
Chapter 14 Forms of Business Organization
Corporate & Partnership Tax - Instructor: Dwight Drake Taxation of Business Entities Law 537 University of Washington School of Law Instructor: Dwight.
Taxation of Corporations and Shareholders
Chapter 1 Overview of Financial Management  Introduction  Class Structure - Syllabus  Text – Preliminary Draft of Fin. Mgmt.  Exams – Open Book and.
Welcome to Accounting 211! Chapter 1: An Introduction Your Instructor: Larry Stout Hours: See syllabus.
1 - 0 Copyright © 2002 by Harcourt, Inc.All rights reserved. CHAPTER 1 An Overview of Financial Management Role of financial management Career opportunities.
Law Antitrust - Instructor: Dwight Drake “ A lawyer who has not studied economics and sociology is very apt to become a public enemy.” Louis D. Brandeis.
Retirement Planning Miscellaneous Investing Basics Stocks and Bonds Mutual Funds Personal Finance Final Exam.
An Overview of Financial and Multinational Financial Management Corporate Finance Dr. A. DeMaskey.
Copyright 2005 Dwight Drake. All Rights Reserved. Business Planning: Closely Held Enterprises www. drake-business-planning.com 3-2 Three Tax Regimes C.
The Evolution of Wealth Management
Farm Business Arrangement Alternatives AAE 320 Based on work of Philip E. Harris Center for Dairy Profitability Dept. of Agricultural and Applied Economics.
Created by the American Institute of Certified Public Accountants and the California Society of Certified Public Accountants CPA Mobilization Kit: Small.
A537 - Corporate & Partnership Tax Instructor: Dwight Drake LLM Corporate Tax Instructor: Dwight Drake Calculating the Entity’s Taxable Income Taxable.
Chapter 14 Farm Business Organization and Transfer
UNDP & the Business SectorBureau for Resources and Strategic Partnerships Business, sustainable development and the MDGs: A changing landscape.
Law 514 Corporations Instructor: Dwight Drake Basic Organization Documents Corporations Pre-incorporation agreement Articles of Incorporation Bylaws Organization.
Copyright © 2008 by The McGraw-Hill Companies, Inc. All rights reserved. McGraw-Hill/Irwin 0 Chapter 1 Introduction to Financial Management.
Welcome to Finance 254 Introduction to Corporate Financial Management.
IGCSE®/O Level Economics
Entrepreneurship: Owning Your Own Business
If Section 351 Does Not Apply? Copyright 2005 Dwight Drake. All Rights Reserved. Business Planning: Closely Held Enterprises www. drake-business-planning.com.
Drill 4/21  1. What is a limited liability partnership?  2. What type of jobs usually engage in limited liability partnerships?
 The average American uses 35 paper clips per year  Almost all paper clips used by Americans are made in the USA  Why? – There is over a 100% tariff.
Unit 2 – The United States Economy
Chapter 1 An Overview of Managerial Finance © 2005 Thomson/South-Western.
Advising Private Business Owners Law T 525 Spring 2009 Instructor: Dwight Drake Copyright 2005 Dwight Drake. All Rights Reserved. Business Planning: Closely.
Finance Concepts & Current Topics. Course Detail  Basic financial language  Conceptual skills  Emphasis is on applying concepts to current financial.
Chapter 6 Concept & Development of Entrepreneurship Entrepreneurial Decision Process Types of Start-up Ventures Entrepreneurship & Economic Development.
ECONOMICS CE.9A-12E Chapters “Daddy’s Hands” (16)
The United States Economy. Our System The U.S. Economy is a mixed-market economy. It is based on: free markets private property profit competition consumer.
5.2/33.1/33.2 Types of Businesses & Entrepreneurship.
Problem 3-A: Lucy Catering Driving factors for Lucy: Earnings bailout - no double income taxes and no or low self-employment taxes Separate tax entity.
BUSINESS FORMATION CHAPTER 9. What is Business Formation ? What is the legal formation of a business? Why the legal business formation is important?
Types of Businesses Project By: Mihail Nakoff Niamh Radford Zoie Roberts Kianna Watson Hunter Hodges.
Finance SCOOP Indiana University September 16, 2003.
Lecture 1.  Accounting is “the language of business.”  More precisely, accounting is a system of maintaining records of a company’s operations and communicating.
BUSINESS FORMATION IN NEW JERSEY With Kathryn Schwartzstein For The Small Business Owner © 2015 KATHRYN SCHWARTZSTEIN.
Law Antitrust - Instructor: Dwight Drake “ A lawyer who has not studied economics and sociology is very apt to become a public enemy.” Louis D. Brandeis.
Copyright 2005 Dwight Drake. All Rights Reserved. Business Planning: Closely Held Enterprises www. drake-business-planning.com 11-1 Three Business Life.
Law 514 Corporations Instructor: Dwight Drake Copyright 2005 Dwight Drake. All Rights Reserved. Business Planning: Closely Held Enterprises www. drake-business-planning.com.
LLM Corporate Tax Instructor: Dwight Drake Taxation of Corporations and Shareholders Law T 501 University of Washington School of Law LLM Program in Taxation.
1 CHAPTER 1 Overview of Financial Management and the Financial Environment.
Basic Organization Documents Corporations Pre-incorporation agreement Articles of Incorporation Bylaws Organization Resolutions: Officers, Directors, stock.
Presentation by Laura Possessky, Esq. Gura & Possessky, PLLC Washington, DC (c) 2015 Gura & Possessky, PLLC1.
Business and Market Structures What is an entrepreneur?  People who start businesses are called entrepreneurs.  They strike out on their own  They are.
LLM Corporate Tax Instructor: Dwight Drake Taxation of Corporations and Shareholders Law T 501 University of Washington School of Law LLM Program in Taxation.
Chapter 23 – Comparative Economic Systems Section 1 – Capitalism.
TYE GLOBAL COMPETITION BUSINESS PLAN. AGENDA Timeline Student Responsibilities Business Plan Development Guidelines for Business Plan Document Outline.
Sole proprietorships are the smallest form of business, and they are owned and operated by one person. Sole proprietorships are easy to start because they.
上海金融学院 1-1 Lecture 3 Investment Banking Basics: The Financial Statements.
Principal ® Retirement Plus For financial professional use only. Not for distribution to the public. [Presenter Name] [Presenter Title] [Date] We help.
Copyright 2005 Dwight Drake. All Rights Reserved. Business Planning: Closely Held Enterprises www. drake-business-planning.com 10-1 Benefits of Stock Ownership.
Types of Business Ownership Back to Table of Contents.
Law Antitrust - Instructor: Dwight Drake “ A lawyer who has not studied economics and sociology is very apt to become a public enemy.” Louis D. Brandeis.
Types of Business Organisation IGCSE Economics Chapter 4.1 The private firm as producer and employer.
An Overview of Financial and Multinational Financial Management.
The Organizational Plan
Chapter 33 entrepreneurial concepts Section 33.1 Entrepreneurship
An Exciting New Service
Personal Finance Final Exam Review Game
The Organizational Plan
Presentation transcript:

Law 514 Corporations Instructor: Dwight Drake Corporations Law A 514 Fall 2007 Instructor: Dwight Drake Copyright 2005 Dwight Drake. All Rights Reserved. Business Planning: Closely Held Enterprises www. drake-business-planning.com

Law 514 Corporations Instructor: Dwight Drake Copyright 2005 Dwight Drake. All Rights Reserved. Business Planning: Closely Held Enterprises www. drake-business-planning.com Contact Info – Office Hours Phones: , , , URL: URL: Corporationsindex.shtml Office Hours: Room Tuesday 3:30 p.m to 5:00 p.m. - Whenever else you can catch me!

Law 514 Corporations Instructor: Dwight Drake Copyright 2005 Dwight Drake. All Rights Reserved. Business Planning: Closely Held Enterprises www. drake-business-planning.com Course Objectives Substantive knowledge of corporations, including basic business concepts and alternative entity options. Enhance development of basic lawyer skills:  Analytical skills  Dig Out Skills  Communication Skills  Collaborative Skills Enhance personal development of professional goals

Law 514 Corporations Instructor: Dwight Drake The Lawyer’s Role as an Advisor to Business Owners, Professionals and Entrepreneurs Flash Presentation (20 Min. approx) by Dwight Drake Note: It takes a few minutes to load

Law 514 Corporations Instructor: Dwight Drake What Course Is Not! Hide the flags. Hunt for the flags. Memorize the flags. Wave flags on exam – score!

Law 514 Corporations Instructor: Dwight Drake Copyright 2005 Dwight Drake. All Rights Reserved. Business Planning: Closely Held Enterprises www. drake-business-planning.com Some Tips… Do All Assigned Readings First Analyze All Case Studies Solo Then Collaborate with Teammates Carefully Review Team’s Final Product Think About Class Dialogue Consistently Write Personal Summary Get ahead – Stay ahead!

Law 514 Corporations Instructor: Dwight Drake Copyright 2005 Dwight Drake. All Rights Reserved. Business Planning: Closely Held Enterprises www. drake-business-planning.com Grade Criteria Case Study Team Game – 30% Final (With One Exception) – 70%  No tricks, gimmicks or time pressure  Focus on case studies and class discussion  Short essays based on fact patterns  Can use any non-living thing  Premium on knowing scope of materials

Law 514 Corporations Instructor: Dwight Drake Copyright 2005 Dwight Drake. All Rights Reserved. Business Planning: Closely Held Enterprises www. drake-business-planning.com Case Study Team Game Team Size - 5 Case Study Memo from each team due on scheduled discussion date (20 total) One member of team must be prepared to verbally advise client Team selected to present in class based on random drawing Team members encouraged to collaborate on every case study Author’s name must be on Case Study Memo More than one Case Study Memo may be submitted by a team

Law 514 Corporations Instructor: Dwight Drake Final Opt-Out Option Author Seven Case Study Memos Collaborate on 15 Case Studies with Team Members Be Prepared If and When You are Up Attend class regularly Grade B

Law 514 Corporations Instructor: Dwight Drake Case Study Memo Format Summary statement of client challenges and/or key issues Additional facts (if any) that would help analysis Summary of your conclusions and related rationale Analysis, including (where appropriate) rationale for rejected alternatives

Law 514 Corporations Instructor: Dwight Drake Writing Basics Four “C”s – Concise, Credible, Confident, Convincing Keep it tight, real tight. No needless words. Use strong, precise verbs. Avoid overstated adjectives. 100% Intellectual honesty – no finessing. Average sentence length: 20 words. Avoid multiple negatives. No “shall”, “provisos”, “and/or” and other drafting jargon. Write for the normal reader, not the intellectual. End sentences emphatically. Organize, then draft. Edit, edit, edit.

Law 514 Corporations Instructor: Dwight Drake Legal Immortal Beings (“LIBs”) Corporations Partnerships Limited Liability Companies Trusts (Many Types) Copyright 2005 Dwight Drake. All Rights Reserved. Business Planning: Closely Held Enterprises www. drake-business-planning.com

Law 514 Corporations Instructor: Dwight Drake Copyright 2005 Dwight Drake. All Rights Reserved. Business Planning: Closely Held Enterprises www. drake-business-planning.com US Businesses Projected Revenues 2007 Corporations $ Trillion (84.2%) Sole Proprietorships $ 1.23 Trillion (4.8%) Partnerships $ 1.35 Trillion (5.3%) Limited Liab. Companies $ 1.45 Trillion (5.7%) Total $ Trillion

Law 514 Corporations Instructor: Dwight Drake LAWYER ROLES Litigator - Gladiator / Mudslinger Transactor - Deal Maker/ Paper Pusher Planner - Strategist / Trouble Maker Copyright 2005 Dwight Drake. All Rights Reserved. Business Planning: Closely Held Enterprises www. drake-business-planning.com

Law 514 Corporations Instructor: Dwight Drake Why Incorporation? Continuity– No Death Capital Formation Limited Liability Protection Interests Transferability Centralized Management Tax Planning Copyright 2005 Dwight Drake. All Rights Reserved. Business Planning: Closely Held Enterprises www. drake-business-planning.com

Law 514 Corporations Instructor: Dwight Drake Copyright 2005 Dwight Drake. All Rights Reserved. Business Planning: Closely Held Enterprises www. drake-business-planning.com Shareholders Elect Key Corporation Players Directors Officers Elect Reg. Agents Appoint Employees Hire

Law 514 Corporations Instructor: Dwight Drake Closely Held Businesses in America 25 million businesses 99% of all employers 50% of all private sector employees 70% Americans first job 60% to 80% net new jobs 14 times more patents per employee 50% plus of all U.S. sales Career answer for planning professionals Copyright 2005 Dwight Drake. All Rights Reserved. Business Planning: Closely Held Enterprises www. drake-business-planning.com 1-1

Law 514 Corporations Instructor: Dwight Drake Copyright 2005 Dwight Drake. All Rights Reserved. Business Planning: Closely Held Enterprises www. drake-business-planning.com Duncan and Sandy Smith Plan Daughter Trust Son Trust Daughter Trust GC Trust – 1 GC Trust – 2 GC Trust – 3 GC Trust – 4 GC Trust – 5 GC Trust – 6 Duncan and Sandy Living Trust Personal Residence Trust Family L.L.C. (Growth) Family L.L.C. (New) Dynasty Insurance Trust Charitable Remainder Trust C Corporation Holding S Corp (Parent) Alma Mater Qualified Retirement Plan QSSS Corp (One) QSSS Corp (Two) Income Charitable Deduction Assets Remainder Contributions Distributions Compensation Distributions Home Term Use Assets Cash Remainder Income Units Income, support

Law 514 Corporations Instructor: Dwight Drake Copyright 2005 Dwight Drake. All Rights Reserved. Business Planning: Closely Held Enterprises www. drake-business-planning.com Business Entity Antitrust Competitors Consumers Creditors Investors Rev. Authorities Foreign Entities Creative Sources Employees Consumer Protection UCC/ Bank’r Securities Corp Fin Emp. Law/ Benefits Tax Int. Law IP Planet Earth Envir. Laws

Law 514 Corporations Instructor: Dwight Drake Economic Globalization A process of integrating national economies through trade, investment, and capital, technology and labor flows Pre-WWI Globalization: Steam engine, railroad, telegraph War periods – complete retrenchment Post WWII actions – IMF, World Bank, ITO, GATT, WTO

Law 514 Corporations Instructor: Dwight Drake Globalization Driving Forces Technology, innovation Evolution of money markets Failure of import-substitution countries End of Berlin Wall and Soviet Union Boom ’90s – Near universal buy-in Proliferation of multinationals Spread of democracy

Law 514 Corporations Instructor: Dwight Drake Shared Fears More risks, anxieties from new unknowns, more and different competitors Spreading gaps between Have and Have-nots, Skilled and Unskilled Need for different government – referee, trainer, safety net Deadly opposing forces Environment and oil Preservation of free market competition

Law 514 Corporations Instructor: Dwight Drake Major U.S. Globalization Challenges Huge competition for skilled and unskilled America’s huge oil advantage / dependence America’s toughest antitrust laws America’s dismal savings capacity America’s neglected, brewing mega financial crisis