Trippe S. Fried will teach a course about business law at Solo Practice University®.

Trippe Fried has been a practicing attorney for seventeen years. He works exclusively with entrepreneurs and businesses and often as an outsourced general counsel. Trippe functions both as part of the management team assessing and addressing potential risks and as the company’s legal representative. His work includes case and legal services management, transactions, mergers and acquisitions, company development, contracts, employee relations, intellectual property protection, corporate governance, and dispute resolution.

Trippe has worked with clients around the country and in numerous industries including technology, health care, manufacturing, professional services, transportation, venture capital, human resources, and social services. He also writes on matters of interest to attorneys and entrepreneurs and has taught several courses on the legal issues businesses face.

The creator of his own successful technology business, the Virtual Legal Department, Trippe knows from experience the challenges of entrepreneurship and what legal services business owners really need to survive in the 21st Century global economy.

Trippe has been published in several law reviews including Transactions and the DePaul Business and Commercial Law Journal. He also hosted his own radio show on issues of interest to small business owners.

Syllabus – Business Law

1. Entity Selection
   • Why create an entity?
     • Tax issues
     • Limited liability issues
     • Avoid unseen partnership liabilities
   • Which entity to select?
     • S-corp vs. LLC
     • C-corp – not always disadvantageous from a tax perspective
     • General Partnerships – best avoided
2. Entity Types
   • Corporations
     • S corporations
     • C corporations
     • Closely held corporations (e.g. under Maryland law)
     • Professional corporations
   • Partnerships
     • General Partnerships
     • Limited Partnerships
     • Limited Liability Partnerships
   • Limited Liability Companies
   • Sole Proprietorships
3. Entity Creation
   • Initiating documents
     • Articles of Organization
     • Charter
   • Management documents
     • Bylaws
     • Operating Agreement
     • Statutory defaults
   • Tax documents
     • EIN
     • IRS 2553
     • Other IRS forms
   • Other important documents
     • Organizational meeting minutes
     • Incorporator’s resignation
     • Stock certificates/indicia of ownership
     • Buy/Sell Agreements
     • Miscellaneous
4. Corporate Governance
   • Ownerships
     • Corporate shareholders
     • Partners
       • General
       • Limited
     • LLC members
   • First tier governance
     • Directors
     • General Partners
     • Managers/Directors/Governors/Members(LLC)
   • Second tier governance
     • Officers
     • Managers
   • Incorporator/Promoter liability
5. Corporate Finance
   • Bank Financing
   • Government Financing
   • Small Business Financing
   • Minority Owner Business Financing
6. Securities Basics
   • Registration requirements
   • 1933 & 1934 Securities Acts – prohibitions on sale
   • Stock legends
   • Blue sky laws
7. Multijurisdictional Operations
   • Risks for attorneys associated with MJP
   • Foreign corporate registration
   • Personal jurisdiction issues
   • Forum selection clauses
   • Risk assessment and management for businesses
8. Intellectual Property
   • Trade secrets
   • Confidentiality and non-competition provisions
   • Copyrights
   • Trademarks
   • Patents
9. Employment
   • At will employment – public policy limits on termination for cause
   • Federal civil rights law – Title VII
   • State human rights laws – counterpart to Title VII
   • OSHA and state counterparts
   • FLSA and state counterparts
   • Worker’s compensation
   • RIF legislation
   • Whistleblower protections – federal and state
   • Employment contracts
10. Dissolution & Termination
    • Winding up
      • State filing requirements
      • Tax issues
      • Choice – continue business or terminate
      • Allocation of losses and profits
      • Allocation of corporate property
    • Termination
      • State filing requirements
11. Bankruptcy
    • Filing options
      • Chapter 7
      • Chapter 11
      • Chapter 13
    • Chapter 7
      • Liquidation proceeding
      • When is Chapter 7 preferred?
      • Overview of the filing process and procedures
    • Chapter 11
      • Reorganization proceeding
      • When is Chapter 11 preferred
      • Overview of the filing process and procedures