CONTENTS
CHAPTER ONE
CHOOSING A NAME FOR YOUR BUSINESS
- Check availability of your name
- Researching and reserving a URL
- Applying for a Federal Employer Identification Number (FEIN)
- Applying for a Sales and Use Tax Permit
CHAPTER TWO
CHOOSING THE APPROPRIATE BUSINESS FORM
Sole Proprietorships
- How are sole proprietorships formed?
- Legal liability issues
- Management of sole proprietorships
- Record-Keeping obligations
- Tax liability issues
Partnerships
General Partnerships
Liability issues for General Partnerships
Limited Partnerships
Limited Liability Partnerships
Record keeping for Limited Liability Partnerships
Automatic Dissolution of Partnerships
The Partnership Agreement
Tax Liability Issues
Corporations in General
- How is a corporation formed?
- Management of corporations
- Limited liability of corporations
- Record keeping requirements
- Incorporation documents
- Annual reports
- Minutes
- Separate financial records
- Piercing the corporate veil
- Tax liability
C Corporations
- Tax liabilities for C corporations
Subchapter S Corporations
- How to elect subchapter S status
Professional Corporations
- How to form a professional corporation
- Liability issues
- Tax treatment of professional corporations
- State related considerations
Not-for-Profit Organizations
Limited Liability Companies
- How to form an LLC
- Management of an LLC
- Liability of members of an LLC
- Tax liability issues
- Single member LLC
- Multiple member LLC
- Self-employment tax
- Record-keeping requirements
- Other advantages of an LLC
- Other disadvantages of an LLC
CHAPTER THREE
UNDERSTANDING PROPERTY RIGHTS
Tangible Property
- Real property
Personal property
- Intellectual Property
CHAPTER FOUR
PROTECTING BUSINESS PROPERTY RIGHTS
Protecting Tangible Property
Protecting Intellectual Property
Trademark/Service Mark Protection
- How to get trademark protection
Common mistakes in trademark applications
- Filing under the wrong "use" category
- Filing under the wrong descriptive category
- Failure to disclaim common words M Failure to respond to an "office action"
- Failure to pay required fees
Copyright Protection
- What can be copyrighted?
- How to get copyright protection
- How to save money on copyrighting
- The "poor man's" copyright
Patent Protection
- What can be patented?
- How to get patent protection
CHAPTER FIVE
CATEGORIES OF ENGAGEMENT FOR HIRE
The need to properly categorize workers
Employees vs. independent contractors
"At will" employment
Contract employment
Employment "for hire"
CHAPTER SIX
THE HIRING PROCESS
- Employment advertisements and applications
- Hire the right people
Ask only proper questions
- Disability/health issues
- Race/sex/sexual orientation/religion/parental or marital status/national origin/age
- Salary History
Criminal Background Checks
- Difference between an arrest and a conviction
- Timing of criminal background checks
- Getting consent
- Notice and opportunity to dispute
- Beware of discriminatory impact
- Failure to get a background check
Other Methods of Research about Job Applicants
- Lie detector tests
- Drug testing
- Social media snooping
- Job references
- Credit checks
Equal Treatment Requirement
Equal Pay
CHAPTER SEVEN
OBLIGATIONS ARISING FROM THE EMPLOYMENT RELATIONSHIP
State and Local Differences
Record keeping
- Employee personnel files
- Confidentiality of employment records
Reporting
- New hires
- Child support/taxes
- Quarterly reports/transferring taxes
- ACA reporting
Family Medical Leave Act
- Covered employers
- Eligible employees
- Unpaid leave
- Military caregivers
- Special rules
- Who is a "spouse"?
- Continuation of benefits
- Retaliation prohibited
- State sick leave and family medical leave
Affordable Care Act (Obamacare)
- What employers are covered
- What is a "full time equivalent" employee?
- How can an employer avoid a penalty?
- What is the penalty?
- ACA reporting requirements
Employee Retirement Income Security Act
Employee Handbook
Workplace Safety
- Worker's compensation insurance
- Material data safety sheets
- Comply with OSHA Regulations
- First aid kit
- Written evacuation plan
- Employee education and training
- Mandatory reporting of accidents
Posting Legal Notices
Union Organizing
Employing Children
- Children 14 and under
- Children 16-17
- What is a "hazardous occupation?"
- Certificate of age
- Exceptions
Wage and Hour Issues
- Minimum wage
- Breaks
- Overtime
- Prohibition of deduction of penalties from wages
- Pay periods
- Documentation of itemized deductions
- Payment of wages upon termination
- Keeping track of employee hours
- Agreements to avoid wage and hour laws
CHAPTER EIGHT
EMPLOYMENT DISCRIMINATION
- What is a "protected class'?
- "Terms and conditions of employment"
- Discrimination laws strictly enforced
Liability far Discrimination by Others
- Discrimination between employees
- Liability for discrimination by managers
- Discrimination by third parties
Types of Discrimination
- Intentional discrimination
- Discriminatory Impact
Pregnancy Discrimination Act
Age Discrimination in Employment Act
Americans With Disabilities in Employment
- Who is protected under ADEA?
- What employers are covered
- Discrimination in terms and conditions
- Inquiry about disability prohibited
- Reasonable accommodation required
Sexual harassment
Retaliation prohibited
Equal pay
Final thoughts about discrimination
CHAPTER NINE
CONTRACTS
- What is a contract?
- Does a contract have to be in writing?
- Detrimental reliance
- Quantum meruit
- Read the contract
- Integration and non-waiver clauses
- Indemnification
- Comply with the terms of your contract
- Signing the contract
- Keep a copy of the contract
- Authority to sign
- Personal guarantees
- Installment contracts
- Good faith and fair dealing
CHAPTER TEN
COMMERCIAL LEASES
- Triple net leases
- Non-compete/exclusivity clauses
- Clauses giving the landlord a share of profits
- Clauses that dictate hours of operation
- Default provisions
- Notice of default and opportunity to cure
- Sale of the building
- Recording
- Business equipment and fixtures
- Improvements/changes
- Holdover rent
- Destruction of property
- Liability insurance
- Eminent domain
- Options to renew
CHAPTER ELEVEN
NEGOTIATION IN BUSINESS
CHAPTER TWELVE
BUSINESS PARTNERSHIPS AND JOINT VENTURES
- Choose the right people
- Joint liability
- Plan ahead
CHAPTER THIRTEEN
ALTERNATIVE DISPUTE RESOLUTION
Arbitration
- What to expect in advance of arbitration
- Who is present
- What happens during an arbitration
- Pros and cons of arbitration
Mediation
- Selecting a mediator
- Assess the likelihood of settlement
- What to expect during mediation
CHAPTER FOURTEEN
UNFAIR AND DECEPTIVE TRADE PRACTICES
- Consumer protections
- Common unfair and deceptive practices
- Business to business claims
- Notice required
CHAPTER FIFTEEN
COMMON SENSE ISSUES
- Know what regulations apply
- Train your managers
- Business liability insurance
- Communicate expectations clearly
- Establish and maintain accountability
- Always act with integrity
- Misuse of company email and computers
- Protect electronically stored and confidential information
- Internet reviews and complaints
- What you can do about false online reviews
CHAPTER SIXTEEN
YOUR RELATIONSHIP WITH YOUR LAWYER
Choosing a Lawyer
- Insist that your lawyer communicate clearly
- Understand the value of your business
- Communicate efficiently with your lawyer
- Things to know about your lawyer’s billing practices
- The attorney/client privilege
- The lawyer’s ethical responsibilities