Entrepreneurship Law

Points will be deducted for late submissions, four percentage points for each day it is late. Unlike some of the other assignments, this is not designed as a group project. Please do your own work.
When an exam like this is given in class, you would have approximately three hours to finish it. That’s roughly thirty minutes or so per question. That’s really not much time to think about it, formulate an answer and write it. You barely have time to check for spelling errors. In order to prepare for a comprehensive exam like that you might have to spend 40 or more hours studying. Since you have more time to do this exam, I expect better essays, reflecting thoughtful preparation. I’m not asking for a dissertation. I don’t have the time to read 3-page answer to each question. One page should be sufficient, two at the most. I would like to realize, while reading your answers, that you gave each answer a lot of thought and put a lot into each short essay. If you look at the exam, it really is a short summary of some of the major concepts of entrepreneurship law and negotiation that we studied. Accordingly, as entrepreneurs, your time spent focusing on these topics should be time well spent.
1) Working with the board: Elon Musk was both the chairman of the board of directors and CEO of Tesla, until he wasn’t.
a) Why did he step down as chairman of the board?
b) Some people assert that the CEO of a company should never also be chair of the board of directors. Do you agree or disagree with that? Why?
c) Please consult and cite three sources, e.g., Wall Street Journal, New York Times, and Chicago Tribune

2) Raising money: Describe a venture you might begin, not one described in one of the group projects.
a) How much money might you need to raise to get started? How much might you raise from friends and family?
b) Would you consider trying Kickstarter or crowd funding to raise capital? Why or why not?
c) Assuming you were able to raise enough money to get through your first year or two and you needed $250,000 or more to get through your third year successfully, how would you raise it? Angel investors or venture capitalists? Which angel investors might you approach? Which venture capitalists might you approach? Do some research on angel investors and venture capital firms.
d) Cite three sources you consulted in your research.

3) This question pertains to the EMC Case Study from Week 9. The EMC case involves the proposed acquisition of VMware, a California-based software firm with promising and potentially disruptive technology that is embroiled in a patent lawsuit with Microsoft.
a) What was the background of VMware and why did EMC want it?
b) What is the most important issue for EMC CEO Joe Tucci in deciding whether to acquire VMware? Why For the lawyers? Why?
c) What kind of comfort on the patent litigation do Tucci and EMC’s board need from legal before going ahead with the deal?
d) What representations and warranties should EMC require from VMware?
e) If it was your decision, would you have pursued the deal knowing what was known at that time? Why or why not?

4) Business combinations: During week 9 we discussed business combinations. We discussed mergers, asset purchases, stock purchases and the necessary shareholder approval in certain cases. Dunkin Brands, the parent corporation of Dunkin, formerly known as Dunkin Donuts, is reported to having agreed to be purchased by Inspire Brands, the holding company that owns Jimmy Johns, Arby’s and other fast-food companies.
a) What kind of a combination was planned? Merger, acquisition, asset purchase, stock purchase?
b) What would be the role and responsibility of the Dunkin Brands’ board of directors in such a combination?
c) Would Dunkin Brands’ shareholder approval be required in such a combination?
d) If Dunkin shareholder approval is required, do you think it might difficult to secure Dunkin shareholder approval? Why of why not.
e) Do you own research. Cite at least three sources, e.g., Bloomberg News, Wall Street Journal, Barron’s, etc.

5) Sherman Act:
a) What is the Sherman Act?
b) What are the differences between Section 1 and Section 2 of the Sherman Act?
c) The United States Department of Justice has sued Google under which section of the Sherman Act? Why?
d) Lay out arguments for the government’s case.
e) Lay out arguments in defense of Google.
f) Do your own research. Cite at least three sources consulted.