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

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Presentation on theme: "Law 514 Corporations Instructor: Dwight Drake Corporations Law A 514 Fall 2007 Instructor: Dwight Drake Copyright 2005 Dwight Drake. All Rights Reserved."— Presentation transcript:

1 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

2 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 Email: djdrake@u.washington.edudjdrake@u.washington.edu Phones: 206.616.6385, 425.281.1493, 425.222.5988, 480.272.6719 URL: URL: http://faculty.washington.edu/djdrake/ Corporationsindex.shtml Office Hours: Room 416 - Tuesday 3:30 p.m to 5:00 p.m. - Whenever else you can catch me!

3 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

4 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 www.law.washington.edu/Career/Handouts/Flash Note: It takes a few minutes to load

5 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!

6 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!

7 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

8 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

9 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

10 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

11 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.

12 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

13 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 $ 21.58 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 $ 25.61 Trillion

14 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

15 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

16 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

17 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

18 Law 514 Corporations Instructor: Dwight Drake Copyright 2005 Dwight Drake. All Rights Reserved. Business Planning: Closely Held Enterprises www. drake-business-planning.com 15-10 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

19 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

20 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

21 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

22 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

23 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

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