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ASSIGNMENT INSTRUCTIONS:
Take your business idea and pitch and you need to do two things in respect to the business idea:
1) analyze the product/service that you pitched from a legal perspective; and
2) structure a new business to take into account the interests of your team as the team moves to commercialize the business.
Assignment Part 1
You need to:
a) identify:
b) analyze; and
c) provide ways that you could take advantage of the law to help/protect your venture and idea.
Additionally, you need to:
a) identify;
b) analyze; and
c) explain how the law might impact your venture negatively (i.e., impose barriers) and how you might deal with those barriers and restrictions.
In carrying out this assignment, one can quickly get bogged in the myriad of possible legal issues. You will find it useful to make a list of all potential legal issues and deal with no more than the three most important issues in both categories above (no more than 6 issues in total).
In an appendix to the paper, please provide a list of the issues, for each category, that you looked at.
Part 1 of the assignment should be no more than five pages, double spaced.
Part 2
Assume that each member of your team for the above venture has decided to move forward with the new venture idea (regardless of how you might actually feel about the idea or its feasibility ). For the purposes of this assignment, the team has agreed to incorporate the business – but in what jurisdiction and why? You must decide how to structure the business to meet the interests and needs of each individual member of the team (roles, shares, shareholder agreement – ignore the by-laws for this assignment).
● In order to accomplish this part of the assignment, the team will need to understand how, for example, each team member would like to be involved (full-time/part-time/passively), what money they are willing/capable of contributing, what their personal risk tolerance is (just to name a few things that need to be considered). Please make the assumption that at least 2 members of the team will be participating full-time in the business (might be a stretch but it makes the exercise more meaningful and real) but use your personal situations to determine things like investment, rates of return required and how much other members of the team will participate.
You will also have to look at the unique nature of the business that you are discussing when dealing with structuring issues. For example, are confidentiality or non-disclosure important and how important are employees/trade secrets etc.
Please state clearly any assumptions that you make and provide enough details about personal situations that will help me to understand the team’s situation.
Part 2 of the assignment should be no more than five pages, double spaced.
You can attach such appendices that you think are relevant with the understanding that the appendices are for clarifying the content of the memo and not adding new content.
HOW TO WORK ON THIS ASSIGNMENT (EXAMPLE ESSAY / DRAFT)
Part 1: Analysis of Business Idea from a Legal Perspective
a) Identify potential legal issues:
- Intellectual property rights
- Regulations and compliance requirements
- Contractual agreements with suppliers, customers, and partners
b) Analyze the identified legal issues:
- Intellectual property rights: Our business idea involves a unique software solution that streamlines project management for construction companies. As such, protecting our intellectual property rights is crucial to our success. We can take advantage of laws such as trademarks, patents, and copyrights to protect our software, brand, and other creative assets. We should also consider registering our software with the U.S. Copyright Office to secure legal protection against infringement.
- Regulations and compliance requirements: As a software company, we must comply with various regulations such as data protection laws, privacy laws, and export control regulations. Failing to comply with these regulations can result in legal fines and penalties. We can mitigate these risks by developing compliance policies and procedures that align with the relevant regulations.
- Contractual agreements: We need to enter into contractual agreements with suppliers, customers, and partners to ensure that our business relationships are clearly defined, and everyone understands their responsibilities and obligations. Contracts can protect us from legal disputes and breach of agreements. We can take advantage of contract laws to draft legally binding agreements that reflect our interests and minimize potential disputes.
c) Provide ways to take advantage of the law and deal with barriers and restrictions:
- Intellectual property rights: To protect our intellectual property rights, we can:
- Register our software and brand names with the relevant authorities.
- Use non-disclosure agreements (NDAs) and confidentiality agreements to prevent our employees, contractors, and partners from disclosing our trade secrets and confidential information.
- Conduct regular trademark searches to identify any potential infringements.
- Monitor our competitors to detect any unauthorized use of our intellectual property.
- Regulations and compliance requirements: To comply with regulations and minimize legal risks, we can:
- Hire a legal consultant to advise us on relevant regulations and compliance requirements.
- Develop and implement compliance policies and procedures.
- Conduct regular internal audits to identify any compliance issues.
- Train our employees and contractors on relevant regulations and compliance requirements.
- Contractual agreements: To ensure that our contractual agreements protect our interests, we can:
- Hire a legal consultant to draft contracts that reflect our interests and minimize potential disputes.
- Use standardized contract templates to streamline the contracting process.
- Conduct due diligence on potential partners to ensure that they have a good reputation and are financially stable.
- Include dispute resolution clauses in our contracts to resolve any legal disputes outside of court.
Part 2: Structuring a New Business to Meet Team Interests
Assumptions:
- There are five members in our team, each with different roles and responsibilities.
- Two members of our team will be participating full-time in the business.
- Each team member has a different risk tolerance and financial situation.
- Our business requires a significant amount of capital to develop and market our software solution.
a) Incorporation Jurisdiction and Structure:
We have decided to incorporate our business in Delaware due to its favorable corporate laws and established legal system. We will structure our business as a C Corporation to take advantage of its benefits, such as limited liability protection and easier access to capital.
b) Roles and Responsibilities:
We will assign different roles and responsibilities to each team member based on their skills and expertise. Two members will be responsible for developing and managing our software solution, while another member will oversee marketing and sales. The remaining two members will focus on fundraising and financial management.
c) Shares and Investment:
To reflect each team member’s contribution and investment, we will allocate shares in our company based on the amount of capital they invest and their roles and responsibilities. Full-time members who are actively involved in
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