Questions:

Fact Situation: JAY is a financial planner for a large privately-held investment firm. JAY is also a "techie' and finds a gap in the market and has an idea for a new product. JAY wants to create his own business to develop and sell his product. To obtain capital, JAY uses part of his own money and contributions from his spouse, JESSICA, whom herself owns a start-up technology company. JAY wants to run the day-to-day operations and lead the business. SARA wants to be involved but wants some oversight on JAY's behaviour. Other directors include MARKO, JULES, FLO, and HAN. JULES is especially concerned that she may be sued for overseeing JAY's new venture. JAY quits his job to focus on the business, but at the start, the business does not earn any revenue. To earn income, JAY works as a freelance consultant. JAY is hired by MALCOLM's firm to do some research and to draft a report. However, both he and MALCOLM do not want this relationship to become permanent. JAY goes to the bank (BANK of BANKNESS) and wants to get a loan. BANK of BANKNESS wants to take security in his personal house and his investments and have someone guarantee the loan. JAY's spouse, JESSICA, signs the loan, not realizing what she signed. JAY wants to protect his idea and product so that no one else can create or manufacturer it. He wants to protect the firm's name (JAYCO), the logo, the product itself, the look and feel of the product, and all marketing material. JAY has hired CHI, an expert designer and engineer, to design the product. JAY is concerned that with everything going on globally, he needs to protect himself, his business, and CHI should something happen. JAY uses some of the start-up funds to hire an external firm to market the product and search for a production facility site. He hires an agency, MARKETAGENCY Inc., to create promotional materials and a search agency to look for a property to lease or purchase. However, MARKETAGENCY Inc. goes beyond their mandate and signs a lease on behalf of JAY. JAY needs to get additional financing, so he asks a few friends to invest. OMURA and ELIZABETH both want to invest, but JAY wants to keep control, especially on important business matters. He wants more power for each business decision than OMURA, ELIZABETH, JESSICA, and other potential investors. JAY successfully creates a working product. He now wants to sell his product to the public. He has several orders and wants to ensure that he is paying his suppliers. JAY claims that his product is better than anything currently on the market and compares his product to other firms. JAY's product will be sold mainly online, but he sources materials from contractors in the United States and overseas. These companies want assurances that JAY is a legitimate business and will pay for his order. JAY also wants assurances that suppliers are legitimate and will deliver the correct materials. JAY's business starts to do very well, but he needs to work with another firm (HUGECORP Ltd.) to co- develop an enhancement to his product. HUGECORP Ltd., a large multinational corporation, starts to take advantage of their size and changes the product's prices to reflect their near-monopoly. SARA's business, on the other hand, is not doing so well. The COVID outbreak has slowed her sales considerably, and she has had to lay off several employees. She is concerned that the government funding does not apply to her and that she will not be able to pay her bills next month and may have to close the business. She is looking for all options at this point, including merging with JAYCO or HUGECORP Ltd. SARA also wants to sell her interest in JAYCO but is unsure how to do it. JAY, JESSICA, and SARA are all very excited about their entrepreneurial adventures but have questions. JAY is considering incorporating. Assist JAY with the pros and cons of each type of business organization. Next, help JAYCO create the needed types of shares (their typical rights and privileges) and preventing liability issues for the new directors' JAY, OMURA, and ELIZABETH. Would a shareholders agreement make sense for JAY, OMURA and ELIZABETH? 2. Help JAY and JESSICA. Compare letters of credit with bills of lading and general security agreements and discuss the requirements that this type of financing arrangement involves. How does the PPSA resolve conflicts when more than one debtor claims a security interest in the same collateral of the debtor? What risks does JESSICA face by signing a loan she did not intend to sign? Would this change if the loan was in the form of a mortgage on JAY's and Jessica's house? Fact Situation: JAY is a financial planner for a large privately-held investment firm. JAY is also a "techie' and finds a gap in the market and has an idea for a new product. JAY wants to create his own business to develop and sell his product. To obtain capital, JAY uses part of his own money and contributions from his spouse, JESSICA, whom herself owns a start-up technology company. JAY wants to run the day-to-day operations and lead the business. SARA wants to be involved but wants some oversight on JAY's behaviour. Other directors include MARKO, JULES, FLO, and HAN. JULES is especially concerned that she may be sued for overseeing JAY's new venture. JAY quits his job to focus on the business, but at the start, the business does not earn any revenue. To earn income, JAY works as a freelance consultant. JAY is hired by MALCOLM's firm to do some research and to draft a report. However, both he and MALCOLM do not want this relationship to become permanent. JAY goes to the bank (BANK of BANKNESS) and wants to get a loan. BANK of BANKNESS wants to take security in his personal house and his investments and have someone guarantee the loan. JAY's spouse, JESSICA, signs the loan, not realizing what she signed. JAY wants to protect his idea and product so that no one else can create or manufacturer it. He wants to protect the firm's name (JAYCO), the logo, the product itself, the look and feel of the product, and all marketing material. JAY has hired CHI, an expert designer and engineer, to design the product. JAY is concerned that with everything going on globally, he needs to protect himself, his business, and CHI should something happen. JAY uses some of the start-up funds to hire an external firm to market the product and search for a production facility site. He hires an agency, MARKETAGENCY Inc., to create promotional materials and a search agency to look for a property to lease or purchase. However, MARKETAGENCY Inc. goes beyond their mandate and signs a lease on behalf of JAY. JAY needs to get additional financing, so he asks a few friends to invest. OMURA and ELIZABETH both want to invest, but JAY wants to keep control, especially on important business matters. He wants more power for each business decision than OMURA, ELIZABETH, JESSICA, and other potential investors. JAY successfully creates a working product. He now wants to sell his product to the public. He has several orders and wants to ensure that he is paying his suppliers. JAY claims that his product is better than anything currently on the market and compares his product to other firms. JAY's product will be sold mainly online, but he sources materials from contractors in the United States and overseas. These companies want assurances that JAY is a legitimate business and will pay for his order. JAY also wants assurances that suppliers are legitimate and will deliver the correct materials. JAY's business starts to do very well, but he needs to work with another firm (HUGECORP Ltd.) to co- develop an enhancement to his product. HUGECORP Ltd., a large multinational corporation, starts to take advantage of their size and changes the product's prices to reflect their near-monopoly. SARA's business, on the other hand, is not doing so well. The COVID outbreak has slowed her sales considerably, and she has had to lay off several employees. She is concerned that the government funding does not apply to her and that she will not be able to pay her bills next month and may have to close the business. She is looking for all options at this point, including merging with JAYCO or HUGECORP Ltd. SARA also wants to sell her interest in JAYCO but is unsure how to do it. JAY, JESSICA, and SARA are all very excited about their entrepreneurial adventures but have questions. JAY is considering incorporating. Assist JAY with the pros and cons of each type of business organization. Next, help JAYCO create the needed types of shares (their typical rights and privileges) and preventing liability issues for the new directors' JAY, OMURA, and ELIZABETH. Would a shareholders agreement make sense for JAY, OMURA and ELIZABETH? 2. Help JAY and JESSICA. Compare letters of credit with bills of lading and general security agreements and discuss the requirements that this type of financing arrangement involves. How does the PPSA resolve conflicts when more than one debtor claims a security interest in the same collateral of the debtor? What risks does JESSICA face by signing a loan she did not intend to sign? Would this change if the loan was in the form of a mortgage on JAY's and Jessica's house