1. MG 298 Entrepreneurship Shivram V. MG 298 Entrepreneurship September 9 Shivram Venkatasubramaniam

2. MG 298 Entrepreneurship Shivram V. Today Recap Business law – basics Project discussion Guest Lecture – Saturday 10 th

3. MG 298 Entrepreneurship Shivram V. Business Law Wide range of decisions and issues for the entrepreneur to consider Typically underrated and underestimated by entrepreneurs None of them can be glossed over Issues increase in importance and complexity as a new venture grows

4. MG 298 Entrepreneurship Shivram V. Basic Legal Issues to Consider Identifying and engaging good legal help –Cost-effectiveness –Attorney-client confidentiality Employment and Employee agreements –Employment restrictions –Post-employment restrictions –Trade secrets, invention assignments, copyrights, etc –Leaving on good terms

5. MG 298 Entrepreneurship Shivram V. Basic Legal Issues to consider Incorporation and Legal Form –Forms of Business Entity –Corporations(companies), Partnerships, Limited Liability companies, others –Conducting business in other states, countries –Licenses, Insurance,etc. –Selecting and protecting a name

6. MG 298 Entrepreneurship Shivram V. Basic Legal Issues to consider Structuring Ownership –“Splitting the pie” –Equity, Consideration, Vesting –Transfer of shares –Shareholder voting agreements –Proprietary Information and Inventions, Employment and non-compete agreements

7. MG 298 Entrepreneurship Shivram V. Basic Legal Issues to consider Forming and working with the board –Having an independent board –Representation in the board –Resonsibilities of the board Contracts and Leases –Elements of a contract –Oral Agreements –General contract terms –Remedies

8. MG 298 Entrepreneurship Shivram V. Basic Legal Issues to consider Sale of goods and services Human Resources –Employees Vs Independent Contractors –Employee Privacy –Employment Agreement and Disputes –Employment Disputes –Liability for Employee Acts –Putting it all in practice

9. MG 298 Entrepreneurship Shivram V. Basic Legal Issues to consider Operational Liabilities and Insurance Creditors Rights and Bankruptcy Venture Capital Intellectual Property and Cyberlaw –Trade Secrets, Copyrights, Patents, Trademarks, Domain Names –Licensing Agreements and other transfers of intellectual property

10. MG 298 Entrepreneurship Shivram V. Basic Legal Issues to consider Going Global –Tax Planning –Selecting from Representative Office, Branch and Subsidiary –Establishing a Legal Presence –Hiring and Employment Overseas –Distributors, Value-added Resellers, and Sales Agents –Intellectual Property, Funding, Operations

11. MG 298 Entrepreneurship Shivram V. Basic Legal Issues to consider Buying and selling a business –M&A –IPO –Forms of Business Combinations –Stock Purchase and Sale –Pricing Issue and forms of consideration –Tax treatment –Shareholder Approval, Due Diligence, Board Approval, Fiduciary Duties

12. MG 298 Entrepreneurship Shivram V. Basic Legal Issues to consider Going Public –IPO process –Restrictions –Prospectus –Misstatements and Liability –Insider trading –Post-IPO disclosures, Communications with Analysts, Regulation

13. MG 298 Entrepreneurship Shivram V. Q & A