law 514 corporations instructor: dwight drake corporations law a 514 fall 2007 instructor: dwight...

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 Enterpriseswww. drake-business-planning.com



Contact Info – Office Hours

Email: [email protected]

Phones: 206.616.6385, 425.281.1493, 425.222.5988, 480.272.6719

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!

mailto:[email protected]

http://www.law.washington.edu/courses/



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


The Lawyer’s Role as an Advisor to Business Owners, Professionals and Entrepreneurs

Flash Presentation (20 Min. approx) byDwight Drake

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

http://www.law.washington.edu/Career/Handouts/Flash


What Course Is Not!

• Hide the flags.

• Hunt for the flags.

• Memorize the flags.

• Wave flags on exam – score!



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!



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



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


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


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


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.


Legal Immortal Beings (“LIBs”)

• Corporations

• Partnerships

• Limited Liability Companies

• Trusts (Many Types)




US BusinessesProjected 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


LAWYER ROLES

• Litigator - Gladiator / Mudslinger

• Transactor - Deal Maker/ Paper Pusher

• Planner - Strategist / Trouble Maker



Why Incorporation?

• Continuity– No Death

• Capital Formation

• Limited Liability Protection

• Interests Transferability

• Centralized Management

• Tax Planning




Shareholders

Elect

Key Corporation Players

Directors

Officers

ElectReg. Agents

Appoint

Employees

Hire


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


1-1



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

PersonalResidenceTrust

FamilyL.L.C.(Growth)

FamilyL.L.C.(New)

DynastyInsuranceTrust

CharitableRemainderTrust

CCorporation

HoldingS Corp(Parent)

AlmaMater

Qualified Retirement

Plan

QSSSCorp(One)

QSSSCorp(Two)

IncomeCharitableDeduction

Assets

Remainder

Contributions

Distributions

Distributions

Compensation

Distributions

HomeTermUse

Assets

Assets

Cash

Remainder

Income

Units

Units

Income,support



BusinessEntity

Antitrust

CompetitorsConsumers

Creditors

InvestorsRev. Authorities

Foreign Entities

Creative Sources

Employees

ConsumerProtection

UCC/Bank’r

SecuritiesCorp Fin

Emp. Law/Benefits

Tax

Int. Law

IP

Planet Earth

Envir. Laws


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


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


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


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

law 514 corporations instructor: dwight drake corporations law a 514 fall 2007 instructor: dwight...

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