1. 1 Welcome to Business Orgs II Sinclair Community College LAP 202 Mike Brigner, J.D.

2. 2 Topics  Agency law  Employment contracts  At-will employment  Corporate Finance  Corporate Management  Shareholder agreements  Foreign entities  Mergers & Acquisitions  Dissolutions  Trademarks Business Organizations II PAR 202

3. 3 Basis of Grade  Four Projects –NO HANDWRITTEN PROJECT OR EXAM WILL BE ACCEPTED  Eleven Quizzes  NO EXAMS!  Notebook  All hand-in work requires a cover page Business Orgs II PAR 202

4. 4 Projects  #1: Employment contract  #2: Shareholder agreement  #3: Foreign entity applications  #4: Certificate of Merger Business Organizations II PAR 202

5. 5 Quizzes – 20 points each  First one on Syllabus & Rules  Rest on individual chapters  One per week, due by Mondays at 11pm  One hour time limit  Open book, but you must read & study chapter first, or you won’t be able to complete the quiz

6. 6 Some Other Class Rules  Sign in for every class  No food or drink in class  Need not ask to be excused during class  No printing during class  No working on other projects during class  Unless we are working on a joint class activity, class is Screen Blackout Time

7. 7 Notebooks  Your Notebook for this class will include:  4 corrected projects  Notebook = 20 points  SO: You get credit for same work at least 3 times!

8. 8 Protect Your Work  Helping others learn is okay  Doing their work is not  Do not ask for or give copies or disks  Copied work = ? Failure for user AND donor  Protect your paperwork  Protect your disks

9. 9 Care & Feeding of Disks  “TECH HAPPENS”  Label your disks!  BACK UP! BACK UP!! BACK UP!!! BACK UP!!!!  “The computer ate my homework” is not an acceptable excuse  Don’t loan out your disks, or leave them around for others to “borrow”

10. 10 My.Sinclair  Check Daily!  Watch for class news, notices, & assignments  Watch for Calendar deadlines & updates  Watch Discussion Forum  ALL e-mail to Prof should be through My.Sinclair

11. 11  http://my.sinclair.edu http://my.sinclair.edu

12. 12 My.Sinclair  This is your main news & notice source  It is YOUR responsibility to check DAILY  E-MAIL: Personal news to/from Prof  DISCUSSION BOARD: News to the class –Updates, corrections, jobs, class cancellations, extra credit, assignment tips  CALENDAR: All due dates, changes in due dates, class locations, free days

13. 13 My.Sinclair  ANNOUNCEMENTS: From SCC or Prof. News, alerts appear on your home page  MYGRADES: Shows your absences & grades weekly. Check often. Email prof if you catch any errors.  EXTERNAL LINKS: Helpful links for this course –Lexis, Law Libraries, Ohio Supreme Court, Ohio Revised Code, Montgomery County records, & more

14. 14 Communicating on My.Sinclair  With Professor: –E-mail for private messages (grades, illness) Use My.Sinclair address only –Discussion Board for EVERYTHING ELSE Class-related questions go HERE, not in E-mail  ALL Messages Should Begin W/Course # –Example: –Subject: 201.01 Projects, Are You Nuts? –Or: 201.50 Classmates, Are They Nuts?

15. 15 Communicating on My.Sinclair  With other students: –E-mail for private messages –Discussion Board for class info  We Are A Learning Community –Without “cheating” (doing each other’s work) we help each other learn. This includes answering each other’s questions on the Discussion Board. If everyone is stumped, I will add suggestions.

16. 16 Sinclair People Website  All course materials here –Projects –Forms –In-Class Exercises  If you want hard copy, print one  Replaces H Drive  http://people.sinclair.edu/mikebrigner/ http://people.sinclair.edu/mikebrigner/

17. 17 Things to remember from Business Orgs I:  Different types of business organizations in Ohio  Filing procedures with Ohio Secretary of State  Ohio Revised Code controls - mostly Title 17  Website for Ohio Secretary of State: http://www.state.oh.us/sos/ http://www.state.oh.us/sos/  Website for Ohio Revised Code: http://www.legislature.state.oh.us/laws.cfm http://www.legislature.state.oh.us/laws.cfm

18. 18 The Role of the Paralegal In Business Organizations ( See Cited Text Sections) §2.G. In Sole Proprietorship matters, paralegal’s role varies. May include: Document preparation Obtaining tax ID #, Requesting info on workers’ comp Requesting info on unemployment comp Filing trade name certificates

19. 19 The Role of the Paralegal §3.N. In Partnership matters, & §4.N., 5.K. In Limited Partnership matters §6.G. In Limited Liability Companies Same as Sole Proprietorship duties, plus Drafting partnership agreements Researching requirements for forming, operating, & dissolving a partnership Researching partnership disputes

20. 20 The Role of the Paralegal §8.G. In Corporations Fast growing field for paralegals Duties primarily document drafting & research Also real estate, personnel, litigation, pensions Employment matters (§ 18.C.) Corporate formation, changes (§ 9.G., 14.E.) Corporate management (§ 11.D.) Foreign corporations (§ 15.I.) Corporate dissolution (§ 16.E.)

21. 21 Remember ethical considerations in business practice:  Who is the client? –The business organization itself? –The individual owners, directors, officers?  What is legal advice in the business practice setting?

22. 22 For Next Class  Bring in TWO news articles about business  One LOCAL One NATIONAL  SPECIFICALLY – Corporate social responsibility  Be prepared to discuss: –How do companies balance duties to shareholders and duties to workers/ communities

23. 23 Introduction to Business Orgs II Concluded Thank you Sinclair Community College Mike Brigner, J.D.