unit 9 seminar business organizations. things to do this unit: unit 9 – read chapter 13 and 14 –...

Unit 9 Seminar

Business Organizations

Things to do this unit:

• UNIT 9– Read Chapter 13 and 14– Respond to the Discussion Board– Attend the Weekly Seminar– Complete the Learning Journal Activities– Complete and Submit the Final Project– Complete the Exam

Employment Agreements

• Record employment terms in a document signed by the employer and employee

• A potentially important part in any future litigation

• Clarifies expectations of both parties in order to prevent problems

• some of the more important terms to include are the following:


• Description of Duties – job title – general statement of primary duties– Duties and responsibilities should be described in

terms that permit the company to expand or modify the position as necessary


• Compensation– employee's base salary – amount of and any requirements for any bonus or

commission– Criteria, milestones, and formulae related to

compensation should be explained in objective and measurable terms.


• Employee Benefits– list any benefits to which the employee may be entitled– However, there should be a separate formal benefit plan documents

for the terms and conditions and other details of such benefits. – should include a disclaimer reserving the right to modify any and all

compensation and benefit plans at the employer's discretion. • To protect against the uncertain expenses and options associated with employee

benefits


• Stock Options– If employees are offered grants of stock options,

the agreement should include information regarding such grants

– Must be clear that the offer is for a stock option, rather than an actual grant of stock.

– Should clearly set forth such vital information as vesting schedules and provisions for forfeiture of unvested options upon termination.


• Termination of Employment – Preferable to enter into at-will agreements, so be

explicit as to the intentions– A guarantee of employment for a specified

duration should be undertaken only when necessary, and then under the guidance of an experienced employment attorney.


• Arbitration of Disputes – Recently, employers choosing arbitration, binding

or non-binding. • An employee is asked to agree not to sue the company,

but to submit any disputes to a less costly and less formal forum. • Mandatory arbitration clauses, however, are currently

under attack, and an increasing number of courts are rejecting them. Accordingly, an employer should not rely on any such provisions at this time.

Paralegal’s Role in Corporate Law

• Factors Leading to Development– The use of paralegals in corporate setting growing– Many businesses do not want to use outside law

firms to handle their legal matters, so create an “in-house" legal department. • primary concern of the legal dept is the corporation's

business, and the corporation is their only client. • more economical and accessible. At times, the

corporation may need specialized legal assistance and will seek legal experts from the outside.


• Corporate Setting– firms that set up corporate legal departments

with paralegals on staff are usually involved in the areas of tax law, securities, real estate, contract law, and state and federal incorporation regulations. • also banks, insurance companies, consulting firms, and

major oil, manufacturing, and transportation companies.


• Paralegal Training and Duties– may be hired from outside the corporation with

the understanding that they will receive in-house training in addition to their existing formal paralegal education.

– may be recruited from within the corporation. • A legal secretary or administrative assistant could be

promoted and trained as a corporate paralegal. • advantage to hiring from within:

– employee already knows the business and, with paralegal training, they become a valuable asset.


• Paralegal Training and Duties– The corporate paralegal's duties are varied. • may assist in the preparation and filing of the annual

registration statements (pursuant to SEC regulations) for corporations who are holding companies, • prepare amendments to articles of incorporation and

bylaws, • prepare documents in compliance with banking and

insurance requirements, and more.


• Paralegal Training and Duties– The corporate paralegal's duties are varied. • Responsibilities could also include research as it

concerns pending legislation affecting the corporation or its subsidiaries– statistical and financial research– monitoring of trade papers and state administrative registers

in order to be able to notify in-house counsel and department heads of proposed administrative issues and hearing dates of importance.

Assignments• Final Project Assignment

• For your Final Project, Attorney Phil request that you, the paralegal, draft the appropriate instrument/s -- which depend/s on which business entity is best for the Bulls -- to be filed with the state of Illinois.

• Complete the documents needed to create the business entity that you chose in Unit 5, as well as any major documents that the Bulls will need to start their business. Complete these documents using both actual information in the scenario and any facts and dates you create in order to complete this project.

• To go along with these completed documents, create a business recommendation memo that outlines the recommendation for a business formation most applicable to the interest of the Bulls. The plan should take their personalities and objectives into consideration and detail the advantages and disadvantages for the recommended formation.

• Submit your Final Project to the Dropbox by the end of Unit 9.

unit 9 seminar business organizations. things to do this unit: unit 9 – read chapter 13 and 14 –...

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