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| Preface | |
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| Acknowledgments | |
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| Introduction to Entrepreneurship Law | |
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| Entrepreneurs and Lawyers | |
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| Pozen, We Are All Entrepreneurs Now | |
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| Hobbs, Entrepreneurship and Law: Accessing the Power of the Creative Impulse | |
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| Notes and Questions | |
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| Structuring the Attorney-Client Relationship | |
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| Ibrahim, Solving the Everyday Problem of Client Identity in the Context of Closely Held Businesses | |
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| ABA, Selections from Model Rules of Professional Conduct and Official Comments | |
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| Notes and Questions | |
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| ABA, Selections from Model Rules of Professional Conduct | |
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| Notes and Questions | |
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| Introduction to Hypothetical Clients | |
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| Problem | |
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| The Transition from Employee to Entrepreneur | |
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| Concerns Arising Separately from Any Contractual Relationship | |
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| Fiduciary Duties | |
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| Trade Secrets | |
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| Unfair Competition | |
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| Rehabilitation Specialists, Inc. v. Koering | |
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| Notes and Questions | |
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| Comedy Cottage, Inc. v. Berk | |
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| Notes and Questions | |
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| Contractual Duties | |
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| No Moonlighting Provisions | |
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| Non-Competition and Non-Solicitation Restrictive Covenants | |
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| Protection of Intellectual Property | |
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| Genzyme Corporation v. Bishop | |
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| Notes and Questions | |
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| Iconix, Inc. v. Tokuda | |
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| Notes and Questions | |
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| Problem | |
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| Organizing the New Venture | |
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| Entity Characteristics and Applicable State Law | |
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| Sole Proprietorship | |
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| General Partnership | |
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| Limited Partnership | |
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| Limited Liability Partnership | |
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| Corporation | |
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| Limited Liability Company | |
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| Transferability of Interests in a Business Entity | |
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| State Variations and Choosing a State of Formation | |
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| Notes and Questions | |
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| Choosing the Best Entity for an Entrepreneurial Venture | |
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| Mann et al., Starting from Scratch: A Lawyer's Guide to Representing a Start-Up Company | |
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| Goldberg, Choice of Entity for a Venture Capital Start-Up: The Myth of Incorporation | |
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| Fleischer, The Rational Exuberance of Structuring Venture Capital Start-Ups | |
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| Notes and Questions | |
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| Organizing the New Entity | |
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| Notes and Questions | |
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| Agreements Among Owners | |
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| Notes and Questions | |
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| Problem | |
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| Intellectual Property | |
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| Trademarks | |
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| Trademark Protection | |
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| Lucent Information Management, Inc. v. Lucent Technologies, Inc. | |
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| Notes and Questions | |
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| USPTO, Trademark Manual of Examining Procedure | |
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| Notes and Questions | |
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| Trademark Infringement | |
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| Osgood Heating & Air Conditioning, Inc. v. Osgood | |
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| Notes and Questions | |
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| Famous Marks | |
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| Loss of Trademark Rights | |
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| Notes and Questions | |
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| Copyrights | |
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| Copyright Protection | |
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| Copyright Infringement | |
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| Kepner-Tregoe, Inc. v. Carabio | |
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| Notes and Questions | |
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| Digital Millennium Copyright Act | |
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| Viacom International, Inc. v. YouTube, Inc. | |
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| Notes and Questions | |
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| Trade Secrets | |
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| American Family Mutual Insurance Company v. Roth | |
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| Notes and Questions | |
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| Patents | |
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| Who Is an "Inventor"? | |
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| Employee-Inventors | |
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| Patent Requirements | |
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| Patentable Subject Matter | |
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| Utility | |
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| Novelty | |
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| Non-Obviousness | |
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| Statutory Bar | |
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| Patent Priority | |
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| Term of Patent | |
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| Notes and Questions | |
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| Problem | |
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| Financing | |
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| Introduction and Overview | |
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| Orcutt, Improving the Efficiency of the Angel Finance Market: A Proposal to Expand the Intermediary Role of Finders in the Private Capital Raising Setting | |
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| Mann et al., Starting from Scratch: A Lawyer's Guide to Representing a Start-Up Company | |
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| Equity Financing | |
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| Founder Investment/Bootstrapping | |
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| Resolutions of the Board of Directors of EV, Inc., an Illinois Corporation | |
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| Notes and Questions | |
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| Friends and Family | |
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| Cole, Financing an Entrepreneurial Venture: Navigating the Maze of Corporate, Securities and Tax Law | |
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| Subscription Agreement for EV, Inc., an Illinois Corporation | |
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| Notes and Questions | |
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| Angel Investors | |
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| Orcutt, Improving the Efficiency of the Angel Finance Market: A Proposal to Expand the Intermediary Role of Finders in the Private Capital Raising Setting | |
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| Notes and Questions | |
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| Venture Capital | |
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| Gilson, Engineering a Venture Capital Market: Lessons from the American Experience | |
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| Notes and Questions | |
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| Securities Regulation | |
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| Securities Law Compliance for the Entrepreneurial Venture | |
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| Specific Regulation D Safe Harbors | |
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| JOBS Act | |
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| Notes and Questions | |
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| Debt Financing | |
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| Loan Facilities | |
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| Secured Lending | |
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| Smith, Summary of Revised UCC Article 9 (2000) | |
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| Hahn, Personal Bankruptcy in the 21st Century: Emerging Trends and New Challenges: Velvet Bankruptcy | |
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| Notes and Questions | |
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| Problem | |
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| Employment Law | |
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| Worker Classification | |
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| Just Med, Inc. v. Byce | |
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| Notes and Questions | |
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| Employment Statutes and Case Law | |
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| Fair Labor Standards Act | |
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| Workers' Compensation | |
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| Occupational Safety and Health Act | |
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| Title VII of the Civil Rights Act | |
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| Americans with Disabilities Act | |
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| Age Discrimination in Employment Act | |
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| Equal Employment Opportunity Commission v. Go Daddy Software, Inc. | |
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| Notes and Questions | |
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| Employment Agreements | |
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| Equity Compensation | |
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| Problem | |
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| Operational Contracts | |
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| Anatomy of a Contract | |
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| Notes and Questions | |
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| Drafting Operational Contracts | |
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| Chesler, Drafting Effective Contracts: How to Revise, Edit and Use Form Agreements | |
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| Bernard, Using Forms for Drafting Help-Tips for Young Lawyers | |
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| Ammon, Ambiguous Drafting and the 12-Pound Cat | |
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| Notes and Questions | |
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| Problem | |
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| Financial Statements | |
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| The Purpose of Financial Statements | |
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| Basic Accounting Concepts | |
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| Four Financial Statements Lawyers Should Understand | |
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| Balance Sheet | |
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| Assets | |
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| Liabilities | |
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| Owners' Equity | |
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| Balance Sheet Maintenance | |
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| Balance Sheet Analysis | |
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| Income Statement | |
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| Revenue | |
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| Expenses | |
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| Profit | |
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| Income Statement Analysis | |
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| Cash Flow Statement | |
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| Cash from Operations | |
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| Cash from Investing Activities | |
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| Cash from Financing Activities | |
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| Cash Flow Statement Analysis | |
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| Statement of Stockholders' Equity | |
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| Problem | |
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| Conducting Business Online | |
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| Customer Privacy | |
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| Federal Trade Commission Act | |
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| Children's Online Privacy Protection Act (COPPA) | |
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| Complex Privacy Statutes | |
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| State Statutes | |
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| ING Direct Privacy Policy | |
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| Groupon Privacy Statement | |
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| Notes and Questions | |
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| E-Commerce and Online Contracts | |
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| Sales Tax | |
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| Online Contracts | |
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| In re Zappos.com, Inc. Customer Data Security Breach Litigation | |
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| Notes and Questions | |
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| Woot.com Terms of Use | |
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| Notes and Questions | |
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| Problem | |
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| Risk Management | |
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| Litigation and Litigation Alternatives | |
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| Matthews, Is It Possible to Try a $100,000 Business Case to a Jury Without Bankrupting Yourself and Your Client? | |
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| Molot, A Market in Litigation Risk | |
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| Notes and Questions | |
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| Gaston, Skip the Aggravation of a Court Battle | |
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| Raisfeld, ADR: A User's Guide | |
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| Amazon.com, Selection from Conditions of Use | |
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| eBay.com, Selection from Your User Agreement | |
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| CircuitCity.com, Selection from Terms & Conditions | |
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| Notes and Questions | |
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| Indemnification and Insurance | |
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| Introduction to Indemnification and Insurance | |
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| Schouest, Limit Transaction Risks by Using Indemnity Agreements, Insurance | |
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| Indemnification Provisions | |
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| Selection from International Manufacturing Agreement | |
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| Selection from Joint Venture Agreement for Entertainment Industry Start-Up | |
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| Notes and Questions | |
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| Insurance | |
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| Business.gov, Types of Business Insurance | |
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| Davis, Liability Insurance 101 for Business Litigators | |
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| Notes and Questions | |
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| Problem | |
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| Exit Strategies | |
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| Selling the Entrepreneurial Venture - Mergers and Acquisitions | |
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| In re Trados Incorporated Shareholder Litigation | |
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| Notes and Questions | |
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| Stock Sales | |
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| Exhibit 2.3 to Wild Oats Markets, Inc. Form S-1 Registration Statement Under the Securities Act of 1933 | |
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| Notes and Questions | |
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| Asset Sales | |
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| Exhibit 10.3 to Blue Moon Group, Inc. Report on Form 10-QSB | |
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| Notes and Questions | |
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| Merger | |
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| Exhibit 99.3 to eBay Inc. Form 10-K | |
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| Annex A to eBay Inc. Registration Statement on Form S-4/A | |
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| Notes and Questions | |
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| Additional Considerations | |
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| Fiduciary Duties | |
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| Tax Impact | |
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| Federal and State Securities Laws | |
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| Initial Public Offering | |
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| OpenTable Inc. Prospectus Filed Pursuant to Rule 424(B) (1) | |
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| Notes and Questions | |
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| Problem | |
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| Afterword: Final Thoughts for Attorneys Representing Entrepreneurs | |
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| Index | |