Lecture Entrepreneurship: Chapter 13 - Zacharakis, Bygrave, Corbett

Chapter 13 - Legal and tax issues, including intellectual property. Entrepreneurship and intellectual property (IP) go hand in hand. Intellectual property refers to creations of the mind, such as inventions; literary and artistic works; and symbols, names, images, and designs used in commerce. Business intellectual property includes patents, trade secrets, trademarks, and copyrights.

LEGAL  AND  TAX  I SSUES,   I NCLUDI NG  I NTELLECTUAL  PROPERTY Chapt e r   13 Zacharakis, Bygrave and Corbett, Entrepreneurship, New York: Wiley, 2017 © CORPORATE  OPPORTUNI TY  DOCTRI NE Reduced survival Zacharakis, Bygrave and Corbett, Entrepreneurship, New York: Wiley, chance 2017 © CONSI DER  LEAVI NG  A  COMPANY  WHEN… Zacharakis, Bygrave and Corbett, Entrepreneurship, New York: Wiley, 2017 © I NTELLECTUAL  PROPERTI ES Zacharakis, Bygrave and Corbett, Entrepreneurship, New York: Wiley, 2017 © I P  CONSI DERATI ONS Zacharakis, Bygrave and Corbett, Entrepreneurship, New York: Wiley, 2017 © I NTERNATI ONAL  PROTECTI ONS  FOR  I NTELLECTUAL  PROPERTY Zacharakis, Bygrave and Corbett, Entrepreneurship, New York: Wiley, 2017 © CHOI CE  OF  VARI OUS  BUSI NESS  FORMS Forms Brief description Sole Proprietorship Owned and operated by one owner who is in total control Partnership Two or more persons go into business for profit, as coowners, sharing profits and losses Corporation Separate legal entity, with legal existence apart from its owners, the stockholders Limited Partnership One or more general partners, who conduct the business, and one or more limited partners, who act as passive investors Limited Liability Company Owned by “members,” who either manage the business themselves or appoint “managers” to run it for them Zacharakis, Bygrave and Corbett, Entrepreneurship, New York: Wiley, 2017 © COMPARATI VE  TABLE  OF  ENTI TI ES Liability Taxation Administrative Obligations Sole Owner has Proprietors complete hip control Unlimited personal liability Not a separate taxable entity Only those applicable to all businesses Partnershi p Partners share control Joint and several unlimited personal liability Not a separate taxable entity Only those applicable to all businesses Corporatio n Control distributed among shareholders, directors and officers Limited personal liability Separate taxable entity unless subchapter S election Some additional Limited Liability Company Members share control or appoint managers Form Control Limited personal liability Zacharakis, Bygrave and Corbett, Entrepreneurship, New York: Wiley, 2017 © Not a separate entity unless affirmatively chosen Some additional STOCKHOLDER  &  OPERATI NG AGREEMENTS Zacharakis, Bygrave and Corbett, Entrepreneurship, New York: Wiley, 2017 © COMPARI SON  OF  STOCK  REDEMPTI ON  AGREEMENT  &  STOCK  CROSS­ PURCHASE  AGREEMENT Effect on Tax Basis Effect on Alternative Minimum Tax Need for Adequate Corporate Surplus Redemption Agreement No stepped-up basis Risks accumulated current earnings preference for larger C corporations Needs adequate surplus Cross-purchase agreement Stepped-up basis No risk Surplus is irrelevant Zacharakis, Bygrave and Corbett, Entrepreneurship, New York: Wiley, 2017 © 10 LEGAL  AND  TAX  I SSUES   I N  HI RI NG • Employees as agents of the company • Employee discrimination • Other employment status • Employment agreements • Equity sharing Zacharakis, Bygrave and Corbett, Entrepreneurship, New York: Wiley, 2017 © 11 LEGAL  I SSUES  I N  THE  SALE OF  SECURI TI ES Private Placement Zacharakis, Bygrave and Corbett, Entrepreneurship, New York: Wiley, 2017 â Public Placement 12 RECAP • • • When creating a company while at a job, consider your legal obligations to your employer Are you violating a non-compete or using proprietary information for your start-up? Choose the form of business that will most benefit you and any stockholders—what are tax implications? Hire a lawyer to draw up legal agreements Before issuing stock, make sure investors are accredited and that stock offering doesn’t have to be registered with the government Zacharakis, Bygrave and Corbett, Entrepreneurship, New York: Wiley, 2017 © 13 ... DOCTRI NE Reduced survival Zacharakis, Bygrave and Corbett, Entrepreneurship, New York: Wiley, chance 2017 © CONSI DER  LEAVI NG  A  COMPANY  WHEN… Zacharakis, Bygrave and Corbett, Entrepreneurship,... Wiley, 2017 © I NTELLECTUAL  PROPERTI ES Zacharakis, Bygrave and Corbett, Entrepreneurship, New York: Wiley, 2017 © I P  CONSI DERATI ONS Zacharakis, Bygrave and Corbett, Entrepreneurship, New York:... stepped-up basis Risks accumulated current earnings preference for larger C corporations Needs adequate surplus Cross-purchase agreement Stepped-up basis No risk Surplus is irrelevant Zacharakis,