Business Insider calls The ENTREPRENEUR’S GUIDE “perhaps the most useful business book you can ever read” and lists it among twenty-five must-read books for entrepreneurs. THE ENTREPRENEUR’S GUIDE TO LAW AND STRATEGY, 5E examines stages of starting a business -- from start-up and growth to public offering, while highlighting legal preparations and pitfalls. Cutting-edge examples show how legally astute entrepreneurs can strategically increase realizable value, deploy resources, and manage risk. The book discusses leaving your job, hiring former coworkers, competing with a former employer, workplace legislation, product liability, and bankruptcy. You examine current issues including today’s workforce in the “gig” economy, “crowdsourcing” capital and social media, computer hacking and identity theft. Legal discussion integrates with core strategic concepts, such as Porter’s Five Forces, the resource-based view of the firm, the value proposition, activities in the value chain and more.
1. Taking the Plunge.
2. Leaving Your Employer.
3. Selecting and Working with an Attorney.
4. Deciding Whether to Incorporate.
5. Structuring the Ownership.
6. Forming and Working with the Board.
7. Raising Money and Securities Regulation.
8. Marshaling Human Resources.
9. Contracts and Leases.
10. E-Commerce and the Sale of Goods and Services.
11. Operational Liabilities, Insurance, and Compliance.
12. Creditors’ Rights and Bankruptcy.
13. Venture Capital.
14. Intellectual Property, Cyberlaw, and Licensing.
15. Going Global.
16. Buying and Selling a Business.
17. Going Public.
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Constance E. Bagley
Constance E. Bagley is a Senior Research Fellow at Yale School of Management, where she was formerly Professor in the Practice of Law and Management and a Senior Research Scholar at Yale Law School. Previously, she was an Associate Professor at Harvard Business School, a Senior Lecturer in Law and Management at the Stanford University Graduate School of Business, and a corporate securities partner at Bingham McCutchen LLP. Dr. Bagley has published articles in numerous professional journals, including the Academy of Management Review, the Harvard Business Law Review, the Harvard Journal of Law and Technology, the American Business Law Journal, the Stanford Journal of Law, Business & Finance, the University of Pennsylvania Journal of Business Law, the Duke Journal of Comparative and International Law, and the Cornell Journal of Public Policy. She has coauthored THE ENTREPRENEUR’S GUIDE TO LAW AND STRATEGY and authored WINNING LEGALLY: HOW MANAGERS CAN USE THE LAW TO CREATE VALUE, MARSHAL RESOURCES, AND MANAGE RISK. She has also contributed chapters to THE OXFORD HANDBOOK ON DYNAMIC CAPABILITIES and GENERAL COUNSEL IN THE 21ST CENTURY: CHALLENGES AND OPPORTUNITIES. She recently coauthored an article for Harvard Business Review (https://hbr.org/2017/12/how-boards-can-reduce-corporate-misbehavior). Dr. Bagley received her JD from Harvard Law School and her AB with Honors and Distinction from Stanford University. She received an honorary doctorate in economics from Lund University in Sweden in 2011. She is a member of the Bar of New York and of the Bar of California (inactive). Dr. Bagley has also taught at the University of Connecticut School of Business and its School of Law. She is the business school coeditor of eshiplaw.org and CEO of Bagley Strategic Consulting Group LLC.
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Craig E. Dauchy
Craig E. Dauchy is a partner at Cooley LLP’s Palo Alto office, located in the heart of Silicon Valley, and head of the Venture Capital practice group firm-wide. Cooley has 900 lawyers globally across 12 offices located in Palo Alto, San Francisco, Los Angeles, and San Diego, California; New York City, New York; Reston, Virginia; Washington D.C., Broomfield, Colorado; Boston, Massachusetts; Seattle, Washington; and internationally in Shanghai and London. Cooley LLP is one of the nation’s leading law firms providing counsel to entrepreneurs and venture capitalists. Since 2005, Cooley has been the most active law firm representing VC-backed companies going public and has ranked as the number one law firm for technology and life sciences IPOs consecutively for the past three years. Cooley has represented one-third of the market share of VC-backed IPOs across all industries and has been involved in 375 public offerings, including some of the nation’s most notable securities transactions, in recent years. Cooley represents more than 325 fund manager organizations, including many of the nation’s leading institutional investors, and has been recognized as the Venture Capital Department of the Year twice by The Recorder in recent years. Mr. Dauchy has represented entrepreneurs, emerging companies, and venture capitalists in diverse industries, including medical devices, software, health care, electronics, and consumer products, for more than 30 years. In recent years, he has been recognized three times as a “Top 100 Lawyer” in California by The Daily Journal. He is a frequent lecturer on matters relating to securities law and public offerings, mergers and acquisitions, and venture capital. He also serves on a number of advisory boards and boards of directors. Mr. Dauchy holds a J.D. and an M.B.A. from Stanford University and graduated magna cum laude with a B.A. in history from Yale University. He is a member of the State Bar of California.
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INTEGRATED DISCUSSION PRESENTS BOTH LAW AND STRATEGY: Starting with Chapter 1 -- Taking the Plunge -- the book introduces Porter’s Five Forces, the resource-based view of the firm (RBV), and the dynamic capabilities approach to sustained competitive advantage. The authors explain how public and private law affect the value of the firm’s resources, such as trade secrets and the attractiveness of an industry, such as patents that create barriers to entry and antitrust laws that prohibit direct competitors from colluding to fix prices.
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THE SYSTEMS APPROACH TO LAW AND STRATEGY EMBEDS TOP MANAGEMENT IN A BROADER SOCIETAL CONTEXT: Students clearly discover how this approach affects the firm’s resources and competitive environment and public law, which also helps determine the value proposition and the activities in the value chain. Students learn that the system is not static. They see how legally astute entrepreneurs and managers advised by strategically astute counsel help shape the environment in which they do business. They also learn how to use law and legal tools, such as contracts, as a source of competitive advantage.
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NEW “PUTTING IT INTO PRACTICE” ONGOING EXAMPLE HIGHLIGHTS REALISTIC COMPANY: This example, based on a hypothetical 3D manufacturing company, spans the entire text and follows two founders through starting and growing a business that uses resins to manufacture a light-weight, but highly absorptive and strong, bracket for car bumpers. The company licenses its revolutionary technology to a medical device company for use in manufacturing customized stents for heart patients. Students identify legal issues and outline solutions as they review how issues from the chapter occur in the real world.
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NEW “FROM THE TRENCHES” BOXES PRESENT SUCCESSFUL ENTREPRENEURS, VENTURE CAPITALISTS, AND COURT CASES: New boxes highlight Airbnb’s growth from the founders’ living room to international company valued at $20B, how Silicon Valley companies valued at more than $1 billion violated antitrust laws, the 2015 trade secret lawsuit by Jawbone against Fitbit, Snapchat’s startup and financing, forgotten founder 2014 case involving two Yale MBA students developing a virtual golf caddy and ensuing legal issues, and pharmaceutical public-private partnerships with academia to commercialize discoveries.
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ADDITIONAL NEW FASCINATING EXAMPLES FEATURE CAPTIVATING CASES: Students examine the use of state crowdfunding by MobCraft Beer; a religious discrimination suit against Abercrombie and Fitch; Apple’s stance on privacy when ordered to unlock a terrorist’s iPhone; violations of the Foreign Corrupt Practices Act involving the Bank of New York Mellon, Avon, and Mead Johnson Nutrition; a U.S. Supreme Court case holding that finding and isolating naturally occurring gene sequences (mutations of which could lead to cancer) are not patentable; and a trade dress case involving GoodNites’s bed mats.
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BOOK ADDRESSES CUTTING-EDGE DEVELOPMENTS IN LAW AND ENTREPRENEURSHIP: The book discusses providing early participants with equity; dangers of issuing cheap stock; forming a benefit corporation (B corp); selecting board members; fiduciary duty of controlling shareholder and company counsel to minority shareholders; pros and cons of venture capital funds and non-traditional venture investors, strategic alliances and joint ventures, government financing, and non-dilutive private grant money; pros and cons of issuing convertible promissory notes; and factors influencing a firm’s valuation.
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THIS EDITION EXAMINES THE LATEST LEGAL DECISIONS AND BUSINESS ISSUES: Students review 2015 amendments to Regulation A regarding “mini-IPOS”; flexible employment arrangements; applying Title VII of the Civil Rights Act and retaliation and Americans with Disabilities Act; prohibitions on employer social media and workplace recordings; potential for new rules by the Consumer Financial Protection Bureau; defenses when purchasing environmentally contaminated land; and Google Books and the fair use doctrine of copyright; the 2013 America Invents Act of 2013 and its impacts on patents.
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STUDENTS EXAMINE EMERGING NEW INTERNATIONAL LEGAL AND BUSINESS LAW DEVELOPMENTS: This edition addresses EB5 visa program for investors in real estate projects, updates on Safe Harbor involving the transfer of data between the United States and the European Union and the European Union’s “right to be forgotten,” and Google’s alleged antitrust violations in the European Union and the United States.
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NEW DATA AND UPDATED STATUTORY AMOUNTS ENSURE YOU ARE PRESENTING THE LATEST INFORMATION: This edition includes the latest data on venture capital financings and initial public offerings and on the statutory amounts applicable to 401(k) plans, cases in bankruptcy, and antitrust clearance under the Hart-Scott-Rodino Act as well as updated patent application fees.
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“FROM THE TRENCHES“ BOXES OFFER TIMELY EXAMPLES: Found throughout the book, these “From the Trenches” boxes include fascinating examples from successful entrepreneurs and venture capitalists. Many based on actual cases, they help students avoid the traps that others have failed to recognize. Issues highlighted in this feature include an employer’s responsibility to provide religious accommodations, the tension a start-up can experience when trying to comply with local rules and regulations, the increasing use of arbitration clauses that limit the right to sue, and patent infringement.
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“PUTTING IT INTO PRACTICE" EXAMPLE PROVIDES ONGOING CASE STUDY: Based on a hypothetical company in the 3D manufacturing field, this example spans the entire text and follows two founders through the phases of starting a new venture. As they practice spotting legal issues and outlining solutions in this example, students become more prepared for a successful future in business ownership.
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“GETTING IT IN WRITING” SECTION GUIDES STUDENTS IN PREPARING LEGAL DOCUMENTS: Now you can give students the practice they need in preparing and reviewing essential legal documents with timely, helpful samples provided in this feature, such as a venture capital term sheet and an independent contractor services agreement.
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EXHIBITS CLARIFY LEGAL TERMS AND CONCEPTS: Summaries of key concepts and terms in these helpful exhibits placed throughout the text assist students in recognizing and better understanding the most critical legal issues. Exhibits even include a table of exemptions from federal securities registration requirements and a summary of major federal employment legislation.
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