General Legal Resource Materials

Entrepreneurship Law Editorial Team

Books

Edward R. Alexander, 10 Common and Costly Legal Mistakes and How to Avoid them. A Business Law Bible for Entrepreneurs (2010).

Abstract: Learn about hidden landmines and missteps in the areas of contracts, partnerships and shareholders agreements, dealing with employees, protecting your assets, franchising, growing your business and selling your business.

Constance Bagley & Craig Dauchy, THE ENTREPRENEUR'S GUIDE TO BUSINESS LAW (3rd ed., 2007).

Abstract: Provides an accessible overview of a wide range of legal issues facing entrepreneurs and small businesses from choice of entity to intellectual property to employment law issues.

Constance E. Bagley, The Entrepreneur’s Guide to Business Law (4th ed. 2011).

Abstract: The updated 4th Edition of The Entrepreneur's Guide To Business Law takes you through the various stages of starting a business--from start-up and growth to an initial public offering--while highlighting the legal preparations and pitfalls that go along with them. Packed with practical strategies for managing legal issues, the text presents the essentials on leaving your job, competing with a former employer, contract law, and bankruptcy, as well as on the most current issues like clean energy, e-commerce, and the effects of the recent recession on entrepreneurship.

Constance E. Bagley & Diane W. Savage, Managers and the Legal Environment: Strategies for the 21st Century (6th ed. 2009).

Abstract (from Amazon Product Description): Comprehensive, timely, and accessible, Managers and the Legal Environment: Strategies for the 21st Century, Sixth Edition, imparts the legal and risk management know-how essential to business managers today.

Jean L. Batman, Advising the Small Business-Forms and Advice for the Legal Practitioner (2007).

Abstract (from publisher): This book is designed to help lawyers provide more effective legal counsel and strategic guidance to small business clients, as well as produce relevant documents, and identify issues that require further research or a specialist. The book is accompanied by a CD-ROM that includes sample documents and checklists for easy customization as well as resources for obtaining additional forms and information on a number of issues that small businesses commonly face.

Robert L. Brown & Alan S. Gutterman, EMERGING COMPANIES GUIDE: A RESOURCE FOR PROFESSIONALS AND ENTERPRISES (2005).

Abstract: This guide-book includes forms and checklists for such topics as new product development, marketing, and growth and exit strategies. A companion CD-ROM is also included.

Michelle Cagan, STREETWISE INCORPORATING YOUR BUSINESS: FROM LEGAL ISSUES TO TAX CONCERNS, ALL YOU NEED TO ESTABLISH AND PROTECT YOUR BUSINESS (2007).

Abstract (from publisher): Incorporating your business can provide numerous legal and financial advantages-it also has long-term ramifications on how you manage and structure your organization. This title not only educates you about the benefits of incorporating your business, it also helps you determine which corporate form and structure will be the most advantageous for your personal circumstances.

Daniel V. Davidson & Lynn M. Forsythe, THE ENTREPRENEUR'S LEGAL COMPANION (2010).

Abstract (from product description at Amazon.com):  This survey covers a range of topics, including: learning how to recognize and avoid legal risks as a foundation for venture growth and success; hiring a Lawyer to help protect the enterprise; avoiding litigation; selecting the proper business form; establishing and serving on boards of directors; operating through agents and officers; raising funds for the venture; avoiding forts and minimizing risks; supervising workers to reduce the risks; complying with employment laws; protecting the venture's name and reputation; protecting what makes the venture unique; minimizing and shifting risks through contracts; obtaining insurance to protect the enterprise from risks; identifying legal risks before they become legal problems.

Daniel V. Davidson & Lynn M. Forsythe, The Entrepreneur’s Legal Companion (2011).

Abstract: Topics covered include hiring a lawyer to help protect the enterprise; selecting the proper business form; raising funds for the venture; protecting the venture's name and reputation and what makes the venture unique and identifying legal risks before they become legal problems.

Leonard DuBoff, LAW (IN PLAIN ENGLISH) FOR SMALL BUSINESS (2007).

Abstract (from publisher): This highly accessible "legal companion" spells out--in plain, simple English--the complex legal issues involved in starting up and running a business. It provides quick, authoritative answers to everyday legal business questions and shows readers how to identify potential problems.

Franklin Gevurtz, BUSINESS PLANNING (3rd ed. 1995).

Abstract: This guide-book includes forms and checklists for such topics as new product development, marketing, and growth and exit strategies. A companion CD-ROM is also included.

Lisa Gordon-Davis & Peter Cumberlege, Legal Issues for Entrepreneurs (2007).

Abstract (from FlipCart): A guide to the complex legal requirements involved in the planning, registering and operating of small business enterprises. It offers the reader legal procedures surrounding the start-up and operational facets of entrepreneurship, covering such topics as employment equity and BEE, good governance standards and skills development requirements.

David R. Henderson & Charles L. Hooper, MAKING GREAT DECISIONS IN BUSINESS AND LIFE (2007).

Abstract (from publisher): The phrase "work smarter, not harder" has been repeatedly ridiculed in the Dilbert comic strip and elsewhere, not because it is a bad idea, but because it is thrown like a brick lifesaver to drowning employees. To tell someone to work smarter is like telling someone to be happier, healthier, and richer. It's not much help to merely repeat the objective; what people need is a plan for achieving the objective. In Making Great Decisions, we show our readers how to achieve their objectives. We write to help those in business and those in the business of life--i.e., everyone--to work smarter. Our ideas are both simple and powerful. We offer a better way to look at problems so that the solutions are easier to find. We help supplement our readers' clear thinking by summarizing some of the most powerful techniques we have discovered.

Marjorie Jobe, BUSINESS LAW BATTLE PLAN FOR ENTREPRENEURS: PROTECT YOUR COMPANY FROM LAWYERS, LAWSUITS AND LEGAL DISASTERS (2009).

Abstract (from product description at Amazon.com):A practical legal guide that discusses, among other things, how to prevent employee lawsuits, protect the defendant’s rights in a federal investigation, limit cyberspace liability, decide when to sue and when to walk away, safeguard assets with marital property agreements, develop effective business contracts, hire and manage the right lawyer and other topics.

Susan R. Jones, LEGAL GUIDE TO MICROENTERPRISE (2004).

Abstract:  Microenterprise development is a community economic development and anti-poverty strategy designed to create jobs through self-employment. By turning interests, hobbies, and skills into small businesses, microentrepreneurs, many of them women, minorities, and members of underserved communities, fulfill their dreams of running a small business. As with any business, creating and maintaining the entity, no matter how small, involves legal issues and responsibilities including tax, regulatory, licensing, contracts, and liability matters.  This book is written to inspire and guide lawyers who have volunteered to represent microentrepreneurs and their businesses, as well as the microenterprise development organizations that facilitate the development of these small businesses. Also, this book seeks to offer an overview of issues affecting microenterprise programs and resources in the industry.

Legal Guide for Small Business: Everything You Need to Know About Small Business, From Start-Up to Employment Laws to Financing and Selling (2d ed. 2010).

Abstract (from publisher): A comprehensive updated edition includes an appendix of resources and covers everything from an initial idea, to deciding what form a firm should take, to financing, hiring, working with customers, dealing with liabilities, intellectual property, taxes, selling a business and much more.

Ira Nottonson, THE SMALL BUSINESS LEGAL TOOL KIT (2007).

Abstract (from publisher): When your business dreams go from idea to reality, you're suddenly faced with laws and regulations governing nearly every move you make. Learn how to stay in compliance and protect your business from legal action with professional legal advice. In this essential toolkit, you'll get a thorough understanding of the legal and tax requirements of your business as well as the information you need to make informed decisions.

Ira Nottonson, Buying and Selling a Business (2008).

Abstract (from product description at Amazon.com):  This book covers both sides of the table, presenting the buyer's and the seller's perspectives, as well as critical steps in the sale process, including presentation, negotiation and documentation.  Strategies specific to a buyer and a seller including initial research, preparation, cost analysis and working with professional advisors such as accountants and brokers.

Peri Pakroo, THE SMALL BUSINESS START-UP KIT: A STEP-BY-STEP LEGAL GUIDE (6th ed. 2010).

Abstract (from product description at Amazon.com):  Designed for the layman, this book explains in plain English how to: choose the best business structure; write an effective business plan; file the right forms in the right place; price, bid and bill your projects; draft and use contracts, online and off; manage your finances; be prepared for, and file, required taxes; reach customers online. It includes all the forms and instructions both as tear-outs and on CD-ROM.

Michael Spadaccini, SMALL CLAIMS COURT GUIDEBOOK (2007).

Abstract (from product description at Amazon.com): This book is designed for the business owner. Business owners are more likely than most to either become a defendant in a small claims case or need to bring a small claims case to court. This book covers the entire small claims court process from case evaluation to post-judgment demand letters.

Fred S. Steingold, LEGAL GUIDE FOR STARTING & RUNNING A SMALL BUSINESS (11th ed. 2009).

Abstract (from product description at Amazon.com):  This guide explains the practical and legal information needed to: raise start-up money; choose between a sole proprietorship, partnership or LLC; get licenses and permits; buy or sell a business or franchise; negotiate a favorable lease; insure your business; hire independent contractors safely; understand small business tax rules; pick and protect a good name; resolve legal disputes; adopt the best customer policies; enter into strong contracts; cope with financial problems.

Articles

Stephanie Francis Cahill, Start-ups Need Lawyers, Too, Student L. 3, (Jan. 1997).

John M. Cunningham, Helping Businesses Get Started: In Praise of an Unsung Legal Specialty, Bus. L. Today 9 (Nov/Dec. 1995).

Richard A. Mann, Michael O'Sullivan, Larry Robbins & Barry S. Roberts, Starting from Scratch: A Lawyer's Guide to Representing a Start-Up Company, 56 Ark. L. Rev. 773 (2004).

Abstract: This article is designed to help entrepreneurs and their attorneys understand the basic legal issues that confront a start-up business. Inherently, entrepreneurs are optimistic risk-takers. They bring ideas to the table. They may have significant business experience or none at all. In either event, they look to their attorneys to clear the legal hurdles on the race to the finish line - or to the "exit" in tech-sector lingo.

Tanya M. Marcum & Eden S. Blair, Entrepreneurial Decisions and Legal Issues in Early Venture Stages: Advice That Shouldn’t be Ignored, 54 Bus. Horizons 143 (2011).

Abstract: Entrepreneurs make numerous business decisions each day, many of which have significant legal implications. Due to a lack of time and knowledge, however, these entrepreneurs too often make quick decisions regarding important matters—both current and future—based on a few primary factors, one of which is cost. Entrepreneurs appear to make decisions based on concrete, but frequently inappropriate, factors such as comparison of bottom-line dollar value or relatively small fees; in this scenario, short-term decisions are made that do not take into account intricate legal and strategic implications which may arise down the road. As such, we would suggest a different approach whereby entrepreneurs take the time to learn about and understand the implications of these decisions on long-term sustainability, liability protection, and growth potential. Herein, we discuss how using cost to compare and make decisions has an impact on three issues with legal implications that occur early in the start-up process, and which pose major implications for the entrepreneur if he or she does not deal with them properly. Toward this end, we propose some solutions to help prevent this from happening.

Simon C. Parker, Law and the Economics of Entrepreneurship, 28 Comp. Lab. L. & Pol'y J. 695(2007).

Abstract: This paper discusses recent research on law and the economics of entrepreneurship. The central premise of the article is that the law interacts with economic aspects of entrepreneurship in two main ways. First, legal structures shape organizational forms in entrepreneurship. Second, legal rules and institutions carry public policy implications for entrepreneurship in three areas: regulation; bankruptcy legislation; and the broad area of property rights, corruption, and the efficiency of courts. This article reviews literature on each of these issues.

April L. Schwartz, Legal and Business Perspectives on Small Business Start-ups: a Selective, Annotated Bibliography, 6 J. Small & Emerging Bus. L. 479 (2002).

Abstract:  This annotated bibliography focuses on small business start-up resources, compiling resources for the specialized area of business law that involves helping clients to launch new businesses. Advising entrepreneurial clients requires careful legal counsel as well as general business knowledge, such as selecting the optimal business entity, producing a business plan, and determining financing options for a new business. This Bibliography describes numerous monographs, serials, and websites to aid lawyers in gaining expertise in the business and legal aspects of launching a new enterprise.

D. Gordon Smith & Masako Ueda, Law & Entrepreneurship: Do Courts Matter?, 2 Entrepreneurial Bus. L. J. 353 (2006).

Abstract (from authors): In this essay, we sketch the outlines of a research agenda exploring links between courts and entrepreneurship. Our conception of  law and entrepreneurship encompasses the study of positive law (including constitutions, statutes, and regulations), common law doctrines, and private ordering that relate to the discovery and exploitation of profitable opportunities by new firms. We briefly survey the economics literatures that relate to law and entrepreneurship, including the law and finance literature launched by the work of Rafael La Porta, Florencio Lopez-de-Silanes, Andrei Shleifer, and Robert Vishny (LLSV). Relying on the suggestive work of LLSV and other economists who have labored over the connections between entrepreneurship and law, we suspect that courts may play an important role in facilitating or hindering entrepreneurial activity.
We are particularly interested in the possibility that courts may facilitate the evolution of legal rules to address novel issues raised by entrepreneurial firms. This adaptability hypothesis may be subject to empirical testing, thus shedding light on the otherwise perplexing divide between common law and civil law countries identified by LLSV. The motivation for such a test lies in the conjecture that common law countries update their laws more frequently than civil law countries through judicial intervention. Adaptability in this sense is said to encourage entrepreneurship because outmoded laws allow for opportunism, thus discouraging capital formation. The adaptability hypothesis implies that judges in common law systems have more room to maneuver than judges in civil law systems, and we describe the method by which we intend to approach our future study of adaptability.

Jeff Thomas, The Legal Spark, 78 UMKC L. Rev. 455 (2009).

Abstract (from author): For many years, leading Silicon Valley law firms have used their proprietary form systems to help turn good ideas into world-shaking companies. It is time to put one of those form systems online and teach it to entrepreneurs, students, attorneys and others.

Online Resources

James J. Chrisman, Economic Impact of Small Business Development Center Counseling Activities in the United States.
http://www.npcsbdc.com/EconImpactUS-SBDC.pdf

Gaebler.com, Resources for Entrepreneurs, The Sarbanes-Oxley Act: Help for Small Businesses
www.gaebler.com/Sarbanes-Oxley.htm

Hieros Gamos Legal Business Center
http://www.hg.org/sbcenter.html

Lectric Law Library's Business & General Forms
http://www.lectlaw.com/formb.htm

Other Materials

Kirk C. Heriot & Stephanie Dikovics Huneycutt, Legal Issues Impacting the Small Firm: Preliminary Observations, proceedings of the United States Association of Small Business and Entrepreneurship Small Business Institute Director's Association Annual Meeting, Orlando, Florida (2001).
https://usasbe.org/knowledge/proceedings/proceedingsDocs/USASBE2001proceedings-035.pdf

Abstract (from authors): This paper explores the identification of crucial legal factors in small and family owned businesses through the mechanism of individual interviews conducted by the researchers using a scripted questioning technique and follow-up questions. This preliminary study identifies legal strategies employed by small business owners in a variety of industries and methods of decision-making employed to determine legal outcomes. A variety of factors are explored in the context of business success, including uses of professional advice, business plans, financing, employee rights and tax matters. The determination of these legal factors and their potential impact on small business is considered in the context of multiple legal concerns affecting business owners.

Symposium, Business Lawyering and Value Creation for Clients, 74 Or. L. Rev. 1 (1995).

Abstract (from authors): We have always known that value creation and value division are central to what business lawyers do, but we lacked the theory to make positive or normative statements about either the activities or their relation. Over the last ten to fifteen years, developing theory has created the potential for both scholarship and pedagogy in this area. Transaction cost economics, agency theory and finance have illuminated the value creation element of business lawyering. Game theory, cognitive psychology and social psychology have done the same for value division. And rational expectations theory has demonstrated the link between the two: expectations of how the value created will be divided influence the likelihood that it will be created in the first place. At this point, the link between our two points appears: The ability to harness theory to improve practice provides a solid foundation for renewed professional confidence.

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