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).

Mirit Eyal-Cohen, Down-Sizing the "Little Guy" Myth in Legal Definitions, 98 Iowa L. Rev. 1041 (2013).

Abstract (by author):  What is a “small business” in the eyes of the law? There is not one standard definition. Current legal definitions of a firm's size are inconsistent and over inclusive. They vary from one area of the law to another and within various sections of the same law. They create a skewed picture and result in data distortion that reinforces favoritism toward small entities, as studies on the contribution of small businesses to the economy are greatly dependent on these studies' delineation of the term “small.” In this time of huge deficits and rise in economic inequality, a lot of money is being spent based on the entrenched belief that small firms are the essence of our economy, which is not necessarily true. Therefore, this article argues that the current focus on size in many legal definitions is a waste of both time and money. This article provides a comprehensive survey of legal definitions of small entities and the policy considerations that underlie these delineations. This article concludes that the historical emphasis on magnitude no longer functions effectively. Current legal demarcations concentrated on “smallness” generate undesirable distributional effects, produce inefficient allocation of government resources, and defeat policy considerations of promoting entrepreneurship and economic growth. The recent proposal to integrate the Small Business Administration with other federal commerce and trade agencies into one super pro-business agency is yet one more step toward this proposed shift from a size-centered to a goal-driven approach.

Andrew C. Fink, Protecting the Crowd and Raising Capital Through the Crowdfund Act, 90 U. Det. Mercy L. Rev. 1 (2012).

Abstract (adapted from author): You are an entrepreneur with an innovative business idea, but you have no assets. You need cash to bring your idea to the production line, but no bank or wealthy investor will listen. Would you think it possible to raise over $200 million from five million strangers using just your idea, a website, and social media? That is exactly what happened in 2009 when marketing executives Michael Migliozzi II and Brian Flatow solicited individual investors using their website, BuyABeerCompany.com, to fund a potential purchase of beer company Pabst Blue Ribbon. The average pledge from individuals was just $40, and in return, investors were promised “a certificate of ownership as well as beer of a value equal to the amount invested.” The Securities and Exchange Commission (SEC) stepped in to halt the campaign because it violated securities law, but the message was clear: business ideas can be funded by connecting the entrepreneur to the masses through the Internet and social media platforms. Entrepreneurs and investors took notice of the event, and in July 2010, the Sustainable Economies Law Center sent a petition to the SEC requesting a federal securities exemption for small businesses seeking up to $100,000 in funding with individual investments of $100. Congress could not ignore the economic potential of this untapped resource, and (for once) is attempting to position itself in front of social media transformations. The Jumpstart Our Business Startups Act, commonly referred to as the JOBS Act, is an amalgamation of prior proposals. Title III of the JOBS Act is called the “Capital Raising Online While Deterring Fraud and Unethical Non-Disclosure Act of 2012,” or in shorter form, the CROWDFUND Act. The bill was signed into law on April 5, 2012, and stands to revolutionize small business and entrepreneurial capital-raising by permitting any individual to invest in private companies over the Internet with limited regulatory hurdles. While crowdfunding in the form of charitable contribution and political fundraising is not a new concept, the notion of equity crowdfunding, where investors have an expectation of profit, is a young solution to the financing problems that small businesses and entrepreneurs face. Lawmakers have spent the last two years brainstorming ways to promote crowdfunding investing as a responsible capital raising avenue and potential jumpstart to the economy. The JOBS Act, as cemented into law, will create a new and largely unexplored market for raising capital. Part I of this Article introduces the Crowd and the crowdfunding concept, and also discusses the U.S. legal framework that has yet to account for the global influence of the Crowd. Part II analyzes the JOBS Act and the proposals that led to its creation. Part III analyzes crowdfunding concerns and the efforts to balance investor protection with capital raising.

Leah Chan Grinvald, Resolving the IP Disconnect for Small Businesses, 95 Marq. L. Rev. 1491 (2012).

Abstract (by author): Small businesses are an important component of the American economy. In fact, the jobs created by small businesses could assist the United States in overcoming its most recent economic downturn. Paradoxically, though, the failure rate of small businesses is quite high. Although various factors contribute to this high failure rate, one of the factors the U.S. government has focused on has been the disproportionate impact that intellectual property laws, policies, and their enforcement may have on small businesses. While the U.S. government has paid attention to the impact of domestic intellectual property laws on small businesses, the government has paid little attention to the impact that the implementation of international intellectual property obligations may have on small businesses. This disconnect threatens to undo the efforts of the U.S. government, as implementation of these obligations in the United States pose similar hurdles to success for small businesses. One recent example of this disconnect and potential for serious harm to small businesses is the Anti-Counterfeiting Trade Agreement (ACTA), where the U.S. government has seemingly all but ignored small businesses. This Article uses ACTA as an example of how the U.S. government should be analyzing and negotiating international intellectual property agreements with an eye toward the impact on small businesses, which would thereby resolve the disconnect and create a coherent policy approach.

Darian M. Ibrahim, How Do Start-Ups Obtain Their Legal Services? (Univ. of Wisconsin Legal Studies Research Paper No. 1196, 2012), available at http://ssrn.com/abstract=2055723.

Abstract (from author): This Essay is the first to examine, using responses to online surveys, the use of in-house versus outside counsel by rapid-growth start-up companies. It also explores, from the vantage point of the start-up’s entrepreneur, some reasons for that choice. The Essay tests several hypotheses derived from the economic and entrepreneurship literatures about the benefits of in-house versus outside counsel in the unique context of start-up firms.

Gjalt de Jong et al., Which Entrepreneurs Bribe and What Do They Get From It? Exploratory Evidence from Vietnam, 36 Entrepren. Theory & Prac. 295 (2012).

Abstract (adapted from journal): This article investigates whether bribery in emerging economies matters and whether such bribery has a diminishing return to performance. Bribery allows entrepreneurs to develop and foster a network of informal relationships with public officials, and reap the accompanying benefits; but it may also have disadvantages, such as an inefficient allocation of resources. The relationship between bribery and performance was estimated using unique data derived from a survey of 606 Vietnamese entrepreneurs. The authors controlled for various entrepreneurial, organizational, and industrial characteristics. The exploratory results provide support for a hill-shaped non-monotonic relationship between bribery and revenues.

Phillip H. Kim & Mingxiang Li, Seeking Assurances When Taking Action: Legal Systems, Social Trust, and Starting Businesses in Emerging Economies (Organization Studies, forthcoming 2013), available at http://ssrn.com/abstract=2297439.

Abstract (adapted from authors): This study examines how institutional conditions provide assurances founders seek when creating businesses. Classical theories predict legal institutions promote supportive conditions that foster business creation. The authors develop an alternative theory for why this relationship is not as straightforward in emerging economies. In these regions, people may be discouraged from taking entrepreneurial action because of the difficulties in accessing legal protections efficiently. This paper also introduces theory regarding the moderating role of generalized social trust because of its normative influences on business creation. The authors argue generalized trust in strangers exerts positive moderating effects on the direct relationship between legal protections and entrepreneurship. The findings from our multilevel analysis of 30 emerging economies are consistent with their theory. This work advances a new framework for how entrepreneurs cope with uncertain business conditions in emerging economies where informal, normative social structures offer more privately oriented safeguards than do formal, publically oriented institutions. The study also reconnects macro-institutional theories with individual-level accounts of entrepreneurship.

Kenji E. Kushida, Entrepreneurship in Japan’s ICT Sector: Opportunities and Protection from Japan’s Telecommunications Regulatory Regime Shift, 15 Soc. Sci. Japan J. 3 (2011), available at http://ssrn.com/abstract=2118810.

 Abstract (by author): Entrepreneurs and entrepreneurship played a critical role in transforming Japan’s telecommunications sector. Between the mid-1990s and mid-2000s, in a sector long dominated by a stable set of large actors with well-established patterns of interaction, entrepreneurs introduced new technologies, new business models, and new norms of interaction. The subsequent transformation of Japan’s telecommunications sector was dramatic, providing consumers with not only fast and sophisticated services but also low prices and an entire new ecosystem of mobile content — a considerable departure from Japan’s long track record of being known as producer — rather than consumer-oriented, with consumers enjoying high-end services and products, but at high prices. Yet, these transformative entrepreneurs were not acting in a vacuum. Regulatory shifts in telecommunications were critical in providing opportunities for entrepreneurs, while simultaneously protecting them from large incumbent firms. These regulatory shifts were driven by the political dynamics of the 1990s as Japan struggled through its post-bubble economic malaise and political changes. 

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.

Therese Maynard, Ethics for Business Lawyers Representing Start-up Companies, 11 Wake Forest J. Bus. & Intell. Prop. L. 401 (2011).

Abstract (from article): This Essay explores the ethical issues as well as the general business considerations that arise in connection with the practice of taking stock in lieu of payment of legal fees in cash, which has long been the traditional billing practice for legal services. For reasons that are described in detail in this Essay, many academics and experienced venture capital lawyers believe that taking stock in a client presents significant potential to strengthen the lawyer's relationship with the new business client. At the other end of the spectrum, there are others within the legal community (both academics and practicing lawyers) who just as strongly believe that these equity investment arrangements significantly undermine time-honored ideals that have long guided the legal profession in determining how corporate lawyers should go about fulfilling the ethical and fiduciary obligations that they owe to their business clients. This Essay describes the advantages and disadvantages of these equity fee arrangements in order to address the fundamental public policy concerns presented by the growing practice of taking stock in payment of legal fees--namely, whether this practice serves the client's best interests, and separately, whether these arrangements also serve the best interests of the legal profession.

Patrina Ozurumba, Note, Girl Power: How Female Entrepreneurs Can Overcome Barriers to Successful Businesses, 34 Women's Rts. L. Rep. 24 (2012).

Abstract (adapted from author): Women have made considerable socioeconomic strides over the past century, partly due to sheer girl power, but mostly due to the changes in laws that have elicited such advancements. Since women are not as marginalized in society today as compared with the periods leading up to the feminist movement, gender roles are arguably more unstable now than ever before. Nowadays, for instance, the concept of gender is entirely blurred across sex lines such that gender may no longer be an attribute but a choice. Despite the fast pace by which women have progressed and the gender debate has evolved, one sticking point remains: female-run businesses have not caught up financially with those run by men. Generally defined, a female-run business is a “business that is at least 51% owned by a woman or women who also control and operate it. ‘Control’ in this context means exercising the power to make policy decisions. ‘Operate’ in this context means being actively involved in the day-to-day management.” For these reasons, this Note seeks to explore four legal and social divides that prevent women-owned businesses from achieving gender parity in business profitability: the difficulty for women entrepreneurs to secure financing; the disparity in pay levels among women and men; the commercialization of a woman's femininity, and  mompreneurs, entrepreneurial female business owners who are also active mothers. Overall, by exploring the legal landscape and its social effects, a broader, more complete picture to the barriers female-run businesses face should surface. Thus, female entrepreneurs who are equipped with an understanding of these barriers are better poised to overcome them.

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 & Darian M. Ibrahim, Law and Entrepreneurial Opportunities, 98 Cornell Law Review, Vol. 98 (forthcoming 2013), available at http://ssrn.com/abstract=2220075.

Abstract (by authors): 'Opportunity' is a central concept in entrepreneurship research, and this Article explores the relationship between law and entrepreneurial opportunities. The authors adopt the widely held view that entrepreneurial opportunities are ideas created by entrepreneurs, rather than resources waiting to be discovered. Of course, as with all products of the imagination, entrepreneurial opportunities draw on existing resources for inspiration, and we contend that some legal systems are better than other legal systems at encouraging entrepreneurs to think about existing resources in new ways. The authors also contend that when entrepreneurial opportunities are exploited, the inventory of resources expands, thus laying the foundation for the creation of more entrepreneurial opportunities. This 'opportunity cycle' leads to plentiful and continuous opportunity creation. Legal rules play an important role in each stage in the opportunity cycle, and two sets of stories told about law are foundational to innovation research. The first is that property rights (i.e., rights to exclude) are essential in the development of innovative resources because property rights assure market participants that they can retain many of the benefits of their success. The second is that various sets of legal rules – including laws limiting barriers to entry, bankruptcy laws, and corporate laws relating to limited liability and asset partitioning – reduce the costs of entrepreneurial action and failure, thus emboldening entrepreneurs to exploit opportunities. Our thesis is that all of these stories are part of a grander tale about the opportunity cycle, and the central theme of that tale is that the promotion of entrepreneurial action is a fundamental value of the U.S. legal system, the expression of which through positive law inspires entrepreneurs to create more opportunities.

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

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

Nolo.com, Running Your Small Business, http://www.nolo.com/legal-encyclopedia/business-llcs-corporations.

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. 

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