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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 | |