Startups: Incorporation, Funding, Contracts, and Intellectual Property
(TE 450)
This course will explore how legal tools may be used in the construction and successful operation of your company to deliver the next great product to market. Topics covered in the class include: issues with business formation, intellectual property, non-disclosure agreements, contracts, and other corporate legal issues particularly impacting startups.
Spring 2025 Syllabus
Class # |
Materials |
Class Topic |
1 |
Sole Proprietor Partnership General Partnership Uniform Partnership Act Limited Partnership Limited Liability Partnership Corporation C-Corp Privately-Held Company S-Corp Limited Liability Company (LLC) Piercing the Corporate Veil Choosing a Legal Structure 5.5 Million New Businesses in 2023 Business Partnerships Are Not Preferred Entrepreneurship Resources at U of I |
I. Basics and Forming a Business A. Business Entities 1. Sole Proprietorship 2. Partnership 3. Corporation 4. LLC CLASS 1 LECTURE NOTES IN COURSEPACK |
2 |
Articles of Incorporation Bylaws Illinois Business Startup Guide How to Start a Business in Illinois Illinois Corporate Name Search USPTO Trademark Search Domain Name Registrar (Go Daddy) New Generic Top Level Domains Illinois LLC Guide Illinois LLC Articles of Organization Sample LLC Operating Agreement Illinois Corporation Guide Illinois Corporate Articles of Incorporation Sample Corporate Bylaws Sample General Partnership Agreement Entrepreneur Web Sites More Entrepreneur Websites FEIN Number Application World Business Chicago Chicago Business Education |
B. The practicalities of forming your corporation 1. Choosing a corporate name 2. How a state corporation registry works 3. Bylaws and Operating Agreements Examples and Important Clauses CLASS 2 LECTURE NOTES IN COURSEPACK |
3 |
C. Ownership agreements 1. Get it in writing 2. Founders ownership agreements 3. Valuation and dilution – taking the long view 4. Restrictions on transfer of stock 5. Negotiation Exercise CLASS 3 LECTURE NOTES IN COURSEPACK |
|
4 |
Bootstrap Funding CrowdFunding Kickstarter Actual Startup Pitch Decks Angel Investor Angel List Illini Angels Hyde Park Angels Angel Capital Association Accredited Investor SEC Accredited Investor Bulletin Illinois Angel Investment Credit Startup Growth Rate YCombinator YCombinator Safe Financing Documents SAFEs for Startups Lightspeed Accelerator Listing Startup Funding Explained SBA Website Venture Capital VC Listing Negotiating with VCs Serra Ventures IllinoisVentures SBA Loans Convertible Debt 1 Convertible Debt 2 Convertible Debt 3 Convertible Debt 4 Funders Club Gross Income Tax Deduction Stock Option Incentive Stock Options 83(b) Election Why File An 83(b) Election Corporate Valuation Typical Valuation Multiples Top Cities for Venture Investing |
D. Funding arrangements 1. How startups get money 2. Bootstrap 3. Angel 4. Bank loan 5. SBA 6. Grants 7. VCs 8. Tax implications 9. Stock Options CLASS 4 LECTURE NOTES IN COURSEPACK Questions Before Exam |
5 |
II. Contracts A. Introduction to Contracts 1. What is a Contract 2. Interpretation and Enforcement of Contracts 3. Get It In Writing CLASS 5 LECTURE NOTES IN COURSEPACK EXAM #1 - Focus On Class 1-4 Materials |
|
6 |
Review Exam 1 B. Contract Formation 1. Offer, Acceptance, and Consideration, etc. 2. The negotiation process 3. Practical contract terms and enforcement considerations 4. “Reasonably promptly”, “best efforts” CLASS 6 LECTURE NOTES IN COURSEPACK |
|
7 |
C. Specific Contracts and terms 1. Performance 2. Modification of Agreement 3. Damages 4. Warranties 5. Indemnification CLASS 7 LECTURE NOTES IN COURSEPACK |
|
8 |
NDA/Confidentiality Non-Compete Agreement Mass Non-Compete Reform FTC Bans Non-Competes Court Overturns FTC Non-Compete Ban Jimmy John's Non-Compete JJ Non-Compete Illinois AG Article JJ Settlement Illinois Freedom to Work Act Breach of Confidentiality Suit Term Sheet Sample Term Sheet National Venture Capital Assn. Term Sheet Generator |
D. Specific Contracts and terms 1. Non-Disclosure Agreements 2. Non-Competes 3. Term Sheets CLASS 8 LECTURE NOTES IN COURSEPACK |
9 |
E. Specific Contracts and terms 1. IP Assignments 2. Joint Venture Agreements CLASS 9 LECTURE NOTES IN COURSEPACK Questions Before Exam |
|
10 |
III. Intellectual Property (IP) A. Into to IP 1. Patents 2. Copyrights 3. Trademarks 4. Trade Secrets CLASS 10 LECTURE NOTES IN COURSEPACK EXAM #2 - Focus On Class 5-9 Materials |
|
11 |
Patent and Trademark Office (PTO) USPTO Startup Resources Patent Application Patenting Process US Pat. No. 7,753,421 US Pat. No. 7,017,598 US Pat. App. Pub No. US 2004/0221883 US Pat. No. 5,871,783 US Pat. No. 6,210,728 Statutory Subject Matter Bilski Alice v. CLS Barich Bilski Paper Novelty Non-Obviousness Patent Do's and D'oh! Sufficiency Of Disclosure |
Review Exam #2 A. Patents 1. The Patenting Process 2. Review of Sample Patents 3. Recognizing Patentable Subject Matter 4. Novelty 5. Non-Obviousness 6. 35 U.S.C. Sec. 112 CLASS 11 LECTURE NOTES IN COURSEPACK |
12 |
A. Patents 7. Claim Types 8. Novelty vs. Infringement Analysis 9. Design Patents CLASS 12 LECTURE NOTES IN COURSEPACK |
|
13 |
B. Trademarks 1. What can be trademarked 2. TM v. ® 3. The Trademark Process 4. Using Trademarks as Business Tools 4. Practical Trademark Training For Startups CLASS 13 LECTURE NOTES IN COURSEPACK |
|
14 |
IV. Practical Suggestions 1. Startup Patent Issues 1. Practical Startup Suggestions Questions Before Exam 3 Course Evaluations CLASS 14 LECTURE NOTES IN COURSEPACK |
|
EXAM #3 - Focus On Class 10-13 Materials |
Student Comment Excerpts
- Thanks for the awesome class. I learnt a lot from it. Although I’m not currently planning on starting a company, it helps broaden my legal knowledge and hopefully lets me realize when I need to “call the plumber”.
- I wanted to reach out and thank you for a great time this semester. Out of all of my classes, I can say with great certainty that it was the one I looked forward to the most each week! I can definitely say that my eyes were opened to some of the many applications (and potential horrors!) that law has to offer. Whenever I hear friends discussing that they'll "just get a patent," I am now able to inform them that it's not so simple!!
What are the major strengths and weaknesses of the Instructor?
- He is very knowledgeable and patient in answering questions. Plus he is humorous.
- Prof. Barich is very practical and experienced. We all love him.
- Open to answering questions. Gave relating examples for difficult subject matter.
- The instructor was very engaging and kept the 2.5 hour class extremely interesting.
- Reasonable instructor, very excited and knowledgeable about the material, entertaining lectures, extra resources were interesting and helpful
- Very nice and friendly. Excellent presenter/lecturer
- Interesting examples, passionate about subject, involves students
- One of the most engaging instructors I have had, always humorous, clear, and thorough in explaining topics. Makes the material easier to understand.
- Very good at teaching large amounts of information, overall very good teacher.
- Speaks from real life experience. Not just theoretical, but gives lots of practical tips! Best TE class I have taken, and I have taken about 10 of them (I'm in ILEE).
What aspects of this course were most beneficial to you?
- Understanding a different world outside engineering.
- The actual experience of Prof Barich as a patent lawyer and practiced in the field for many years
- Emphasis on the concepts and understanding, clear objectives, clear expectations
- Patents, contracts
Comment on the grading procedures and exams
- The grading was the most fair I've ever seen. Everything on the tests were covered in class.
- Very fair
- Thank you for listening and throwing out confusing questions