Module 1: Getting Started

1. Module 1: Getting Started Part 1: Overview of the Course

2. Professor Andrea Johnson • JD Harvard Law School ’81 • Associate, White & Case • Entrepreneur in Real Estate & Radio • Focus on practical skills training • Prepare you to draft basic business documents-Student Portfolio

3. Course Description • Focus on Role of Lawyer as Advisor to Business Clients • Business, legal and tax implications • Follow Compu Devices from inception to reorganization • Practicum with Hands-On Training • Integrate Critical Thinking & Applied Reasoning Skills • Variety of written and drafting exercises • Group discussions & negotiation • Reliance on Problems and Case Studies

4. Course Materials • On-line workbook called Cyber Workbooks (CWB) (In lieu of printed textbook) • Buy license from Bookstore to get user name & password • Course modules w/ parts, lessons, Q&A • Program will time, grades, records answers • Hint, help tools w/ glossary • Real time feedback on questions • Tracks syllabus; • Go through any lesson, but must complete Qs in order • Self-paced learning with key deadlines

5. Course Structure Step 1: Review CWB Module lesson Step 2: In-class lecture and PPT Step 3: Answer Module questions Step 4: Complete Drafting Exercise (where assigned) Step 5: Go to next module

6. 4 Drafting Exercises • Client Retainer Agreement • Ownership Agreement for LLC or Corp. • Group Negotiation • Employment Agreement for Key Executive • Client Memo explaining Reorganization • Telecommuting Policy (extra credit)

7. Class Problem Drafting Exercises Retainer Ownership Agreement Employment Agreement Client Memo Cyber Workbooks Qs Extra Credit Max total points 5 points Total 60 points 15 points 15 points (group grade) 15 points 15 points 35 points 5 points 105 points Grading Policy

8. Finding Forms The following forms may be useful references: • California Legal Forms: Transaction Guide [Matthew Bender]-Core Collection; KFC68 .C34 • Above publication is covered online at Lexis/Nexis. • Westlaw DBs: Ca. Transaction Forms-Business Entities [CTF-BE]; Ca. Transaction Forms-Business Transactions [CTF-BT]; Ca. Transaction Forms-Combined [CTF-ALL]

9. Getting Started Part 2: Case Study

10. Basic Points 1) 3 critical skills that will be developed • Critical & Analytical Thinking • Applied Reasoning • Problem Solving 2) Case Study focuses on Compu Devices, which manufactures hardware and may develop software, which make it both product and service oriented.

11. Critical & Analytical Thinking Defined as the ability to understand basic rules and principles and analyze the assumptions, significance, and relevance of these concepts. There are four components of this skill: • Interpreting facts, relevance, and contradictions; • Analyzing theories, nuances, arguments, reasons, and conclusions; • Evaluating arguments, assumptions, justifications and conclusions; • Drawing inferences from the evidence, developing alternatives, and drawing conclusions.

12. Applied Reasoning Defined as the ability to use learned material in new and concrete situations by using concepts, rules, theories and laws. Focus is knowledge transfer. There are nine components of this skill: 1) Understanding the facts and the issues involved in case studies. 2) Categorizing the pertinent facts to the relevant issues. 3) Understanding the basic principles that impact the disposition of an issue. 4) Understanding why the conclusion or disposition was reached. 5) Understanding the significance of that conclusion from the inferences to be drawn. 6) Understanding the facts and issues in a practical setting. 7) Understanding how previous principles are applicable in this new setting. 8) Developing alternative theories and solutions for the application of principles in new settings. 9) Deciding upon a solution and conclusion, and then evaluating them in light of information, assumptions, and other variables.

13. Problem Solving • Defined as a process to • analyze a problem based upon critical facts, principles and issues; • evaluate and assess possible solutions and strategies for implementation; • in light of constraints.

14. Compu Devices -Principal owners are computer scientists that designs and manufactures clones and peripherals such as computer CPU boards, keyboards, and monitors. -Company has been operating informally as a partnership. -Company is product and service driven, whose primary assets consist of intellectual capital (expertise of owners), intellectual property in the form of patents, inventory, and equipment. Effect: Contributions by owners will be service, intellectual property, and partnership interest.

15. Case Study Parties • Andrew-Principal owner • Bob-Part-time employee seeking to become an owner • Edward-Future investor

16. Tangible Assets Hardware Inventory has realizable value CPU-Brains of computer Memory board-Inside CPU Keyboards-Input device Monitors-Output device Intangible Assets Expertise-Valuation harder to quantify Patents-Business methods (object & source code) granted by PTO R&D-Valuation difficult to value unless leads to product or patent. Goodwill-hard to quantify Compu Devices

17. Module 1 Part 3: Interviewing Techniques

18. Interviewing Skills • Good interviewing skills impact on: 1) Malpractice 2) Ethics 3) Business

19. Goals of the Interview • Getting and giving information: • Exploring feelings • Problem solving • Share goals and plan for the future.

20. Asking the Right Questions • If you are required to work with another person and want to find out if the person will be an asset, what three questions would you ask?

21. Asking the Right Questions • If you are required to work with another person and want to find the person will be an asset, what three questions would you ask? 1) What is your background? 2) What is your work ethic, how do you function in groups? 3) What is your attitude and approach to this course and the assignments?

22. Asking the Right Questions You are trying to determine if someone is trustworthy to stay at your place while you go away. What three questions would you ask?

23. Asking the Right Questions You are trying to determine if someone is trustworthy to stay at your place while you go away. What three questions would you ask:? 1. Have you ever been the victim of a crime? 2. How do you feel about people in your space? 3. If you wanted to make me trust you, what would you say to me?