Welcome to Business Orgs II

1. Welcome to Business Orgs II Sinclair Community College LAP 202 Mike Brigner, J.D.

2. Topics • Agency law • Employment contracts • At-will employment • Corporate Finance • Corporate Management • Shareholder agreements • Foreign entities • Mergers & Acquisitions • Dissolutions • Trademarks Business Organizations II PAR 202

3. Basis of Grade • Four Projects • NO HANDWRITTEN PROJECT OR EXAM WILL BE ACCEPTED • Eleven Quizzes • NO EXAMS! • Notebook • All hand-in work requires a cover page Business Orgs II PAR 202

4. Projects • #1: Employment contract • #2: Shareholder agreement • #3: Foreign entity applications • #4: Certificate of Merger Business Organizations II PAR 202

5. Quizzes – 20 points each • First one on Syllabus & Rules • Rest on individual chapters • One per week, due by Mondays at 11pm • One hour time limit • Open book, but you must read & study chapter first, or you won’t be able to complete the quiz

6. Some Other Class Rules • Sign in for every class • No food or drink in class • Need not ask to be excused during class • No printing during class • No working on other projects during class • Unless we are working on a joint class activity, class is Screen Blackout Time

7. Notebooks • Your Notebook for this class will include: • 4 corrected projects • Notebook = 20 points • SO: You get credit for same work at least 3 times!

8. Protect Your Work • Helping others learn is okay • Doing their work is not • Do not ask for or give copies or disks • Copied work = ? Failure for user AND donor • Protect your paperwork • Protect your disks

9. Care & Feeding of Disks • “TECH HAPPENS” • Label your disks! • BACK UP! BACK UP!! BACK UP!!! BACK UP!!!! • “The computer ate my homework” is not an acceptable excuse • Don’t loan out your disks, or leave them around for others to “borrow”

10. My.Sinclair • Check Daily! • Watch for class news, notices, & assignments • Watch for Calendar deadlines & updates • Watch Discussion Forum • ALL e-mail to Prof should be through My.Sinclair

11. http://my.sinclair.edu

12. My.Sinclair • This is your main news & notice source • It is YOUR responsibility to check DAILY • E-MAIL: Personal news to/from Prof • DISCUSSION BOARD: News to the class • Updates, corrections, jobs, class cancellations, extra credit, assignment tips • CALENDAR: All due dates, changes in due dates, class locations, free days

13. My.Sinclair • ANNOUNCEMENTS: From SCC or Prof. News, alerts appear on your home page • MYGRADES: Shows your absences & grades weekly. Check often. Email prof if you catch any errors. • EXTERNAL LINKS: Helpful links for this course • Lexis, Law Libraries, Ohio Supreme Court, Ohio Revised Code, Montgomery County records, & more

14. Communicating on My.Sinclair • With Professor: • E-mail for private messages (grades, illness) • Use My.Sinclair address only • Discussion Board for EVERYTHING ELSE • Class-related questions go HERE, not in E-mail • ALL Messages Should Begin W/Course # • Example: • Subject: 201.01 Projects, Are You Nuts? • Or: 201.50 Classmates, Are They Nuts?

15. Communicating on My.Sinclair • With other students: • E-mail for private messages • Discussion Board for class info • We Are A Learning Community • Without “cheating” (doing each other’s work) we help each other learn. This includes answering each other’s questions on the Discussion Board. If everyone is stumped, I will add suggestions.

16. Sinclair People Website • All course materials here • Projects • Forms • In-Class Exercises • If you want hard copy, print one • Replaces H Drive • http://people.sinclair.edu/mikebrigner/

17. Things to remember from Business Orgs I: • Different types of business organizations in Ohio • Filing procedures with Ohio Secretary of State • Ohio Revised Code controls - mostly Title 17 • Website for Ohio Secretary of State: http://www.state.oh.us/sos/ • Website for Ohio Revised Code: http://www.legislature.state.oh.us/laws.cfm

18. The Role of the ParalegalIn Business Organizations(See Cited Text Sections) §2.G. In Sole Proprietorship matters, paralegal’s role varies. May include: • Document preparation • Obtaining tax ID #, • Requesting info on workers’ comp • Requesting info on unemployment comp • Filing trade name certificates

19. The Role of the Paralegal §3.N. In Partnership matters, & §4.N., 5.K. In Limited Partnership matters §6.G. In Limited Liability Companies • Same as Sole Proprietorship duties, plus • Drafting partnership agreements • Researching requirements for forming, operating, & dissolving a partnership • Researching partnership disputes

20. The Role of the Paralegal §8.G. In Corporations • Fast growing field for paralegals • Duties primarily document drafting & research • Also real estate, personnel, litigation, pensions • Employment matters (§ 18.C.) • Corporate formation, changes (§ 9.G., 14.E.) • Corporate management (§ 11.D.) • Foreign corporations (§ 15.I.) • Corporate dissolution (§ 16.E.)

21. Remember ethical considerations in business practice: • Who is the client? • The business organization itself? • The individual owners, directors, officers? • What is legal advice in the business practice setting?

22. For Next Class • Bring in TWO news articles about business • One LOCAL One NATIONAL • SPECIFICALLY – Corporate social responsibility • Be prepared to discuss: • How do companies balance duties to shareholders and duties to workers/ communities

23. Introduction to Business Orgs IIConcluded Thank you Sinclair Community CollegeMike Brigner, J.D.