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Welcome to Business Orgs II

Sinclair Community CollegeLAP 202

Mike Brigner, J.D.

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Topics Agency law Employment contracts At-will employment Corporate Finance Corporate

Management Shareholder

agreements Foreign entities Mergers &

Acquisitions Dissolutions Trademarks

BusinessOrganizations IIPAR 202

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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 IIPAR 202

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Projects

#1: Employment contract

#2: Shareholder agreement

#3: Foreign entity applications

#4: Certificate of Merger

BusinessOrganizations IIPAR 202

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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

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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

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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!

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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

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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”

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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

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http://my.sinclair.edu

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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

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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

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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?

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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.

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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/

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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

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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

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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

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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.)

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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?

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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

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Introduction to Business Orgs II

Concluded Thank you

Sinclair Community College

Mike Brigner, J.D.