CHAPTER ONE:
THE LEGAL LANDSCAPE OF THE SHARING ECONOMY
Part 1: Introduction
Part 2: The Sharing Economy
Consumption
Production
Exchange
The Four Platforms for the New Economy
Part 3: Legal Conundrums in the Sharing Economy
Laws That Didn’t Foresee Collaborative Relationships
Laws That Didn’t Take into Account the Varied Motivations Behind Our Activi-ties/Enterprises
Laws That Didn’t Foresee Diverse Forms of Exchange
Part 4: Practicing Law in the Sharing Economy
CHAPTER TWO:
PRACTICING LAW IN THE SHARING ECONOMY
Part 1: Lawyers in a Sharing World
Who Serves the 70 Percent?
Part 2: Becoming a Sharing Economy Lawyer
Skills and Practices
Training the Next Generation of Sharing Economy Lawyers
Part 3: Structuring a Sharing Economy Law Practice
Solo Practice
Small Firms
Law Cooperatives and Collectives
Practicing Sharing Economy Law as a 501(c)(3) Nonprofit
Part 4: Developing a Niche and Finding Clients
How to Frame Your Practice and Find a Niche
Finding Clients
Part 5: Representing Clients
First Contact with Prospective Clients
Preparing to Meet with a Client
The First Full Consultation
The Follow-up Memo
Entering into an Agreement for Legal Services
Providing Legal Services
Part 6: Compensation for Services
Part 7: Common Ethical Issues in Sharing Economy Law
Multiple Representation
Representing Clients in Collaborative Transactions with Non-clients
Moving Between the Roles of Mediator and Attorney
CHAPTER THREE
NEW KINDS OF AGREEMENTS
Part 1: Agreements as the Building Blocks of a Sharing Economy
Building an Economy with Agreements
Agreements as Private Sharing Economy Laws
The Unique Qualities of Agreements in the
Sharing Economy
Key Agreements for the Sharing Economy
Part 2: Key Considerations in the Creation of Agreements
The Many Functions of Written Agreements
Agreements That Foster Resilient Relationships
Language [and Pictures]
Assisting Clients in Agreement Formation
Part 3: Key Provisions of Agreements
Two Frameworks for Sharing Agreements
Co-Ownership Questionnaire
Buying the Property
Designation of Units, Exclusive Areas, and Common Areas
Who Lives at the Property
What May or May Not Be Done to or on the Property
Property Related Costs and Accounting
Taking Care of and Developing the Property
Refinancing the Property
If One Co-Owner Has Financial Troubles
Selling the Whole Property All at Once
Selling Individual Interests in the Property
Making Decisions About the Property
Part 4: Sample Co-ownership Agreement
Co-Ownership Agreements and the Spectrum of Sharing
Working with This Agreement
Co-Ownership Agreement
1. Tenants-in-Common Agreement in Relation to the Property
2. Owners and Parties to This Agreement
3. How Owners Allocate Rights and Responsibilities
4. Cotenancy Interests
5. Units, Common Areas, and Exclusive Use Common Areas
6. Use of Property
7. Rental and Occupancy
8. Decision-Making and House Rules
9. Financial Arrangement for Purchase
10. Responsibility for Debt on the Property
11. Sharing Costs
12. Insurance
13. Creation of a Joint Bank Account and Payment of Expenses
14. Creation of a Reserve Fund
15. Keeping Accounts and Records
16. Maintenance, Repair, Alterations, and Improvements
17. Failure to Make Payments
18. Encumbrances
19. Transferring an Interest in the Property and First Right of Refusal
20. Other Events Constituting Offers to Sell to the Other Owner
21. Sharing of Losses Related to the Property
22. Refinancing the Property
23. Events Triggering Distributions
24. This Agreement Shall Bind Future Owners
25. Resolution of Disputes
26. Indemnity
27. Effective Date, Term, and Termination
28. Miscellaneous Provisions
Attachments
CHAPTER FOUR
NEW KINDS OF ORGANIZATIONS
Part 1: Organizations in the New Economy
The Mandate of Organizations in the New Economy
Designing Organizations for a Sharing Economy
Part 2: Traditional For-Profit Legal Entities in the Sharing Economy
Corporations and Shareholder Primacy
Other Corporate Design Flaws
Part 3: Adapting Traditional For-Profit Entities
Modified Corporate Structure
LLC Modifications
Part 4: New Types of For-Profit Entities
Low-Profit Limited Liability Company (L3C)
Benefit Corporation
Flexible Purpose Corporation in California
Part 5: Cooperatives
What Is a Cooperative?
Cooperative Nuts and Bolts
Co-ops as an Exit Strategy for Retiring Business Owners
Cooperatives That Are Not Cooperatives
Outside Investors and New Generation Cooperative Statutes
Types of Cooperatives and Examples
Part 6: Nonprofit Organizations in the Sharing Economy
What Is a Nonprofit?
Section 501(c)(3) of the Internal Revenue Code
Pros and Cons of 501(c)(3)s
Other Nonprofit Variations
Nonprofits Without Tax Exemption
Part 7: Nonprofit/For-Profit Hybrids
Fee for Service
Revenue-Generating Activities and Subsidiaries
Joint Ventures
Sponsorships
Royalties
Nonprofit Funds for For-Profits
Part 8: Organizational Governance Models
CHAPTER FIVE
NEW KINDS OF EXCHANGE
Part 1: I Can See Clearly Now the Money’s Gone
The Scarcity of Dollars
The Spectrum of Ways to Exchange
Legal Gray Areas in the Spectrum
Areas of Law Implicated
Part 2: Tax
Taxation of Barter, Swapping, and Gifts
What Is a Gift?
Paying Tax on Barter Income
Part 3: Regulations on the Creation and Administration of Currencies
It Is Illegal to Make Coins That Will Circulate as Money
It Is Illegal to Create Currency Worth Less Than $1.00
It Is Illegal to Materially Alter the Dollar
It Is Illegal to Make Things That Look Too Similar to the U.S. Dollar
Bank Secrecy Act
Part 4: Tax Exemption for Organizations That Administer Time Banks, Barter Networks, or Currencies
501(c)(3) Tax Exemption
501(c)(4) Tax Exemption
Part 5: Paying Employees with Something Other Than Dollars
CHAPTER SIX
NEW KINDS OF CAPITAL
Part 1: Community Capital in the Sharing Economy
Introduction
Why Is It So Hard to Raise Capital?
What This Chapter Covers
Part 2: A Securities Law Primer
What Is a Security?
Part 3: Registering Securities or Finding an Exemption
Registration Requirements
Exemptions from Registration
Part 4: Funds, Investment Clubs, and Business Development Companies
The 1940 Investment Company Act
Business Development Company
State-Regulated Funds
Investment Clubs
Part 5: Models for Creative Capital Raising and Shared Equity
Community-Supported Enterprise Models
Crowdfunding
Direct Public Offerings
CHAPTER SEVEN
EMPLOYMENT LAWS AND NEW WAYS OF WORKING TOGETHER
Part 1: New Ways of Working Together
From Working for Others . . . to Working with Others
Part 2: Employment Laws Get an Economic Reality Check
Employment Laws and Our Relationship “Issues”
Employment Laws and the Relationships of the Sharing Economy
Part 3: Working Together Outside of Employment Relationships
Partners/Proprietors
Volunteers
Interns
Independent Contractors
Work That Is Not Actually Work
CHAPTER EIGHT
NEW FORMS OF PRODUCTION AND COMMERCE
Part 1: Collaborative Production/Collaborative Consumption
New Modes of Production and Consumption
When Sharing Becomes Commerce
Purposes of Regulation
Part 2: Approaching the Gray Areas
Examples of Gray Areas
Steps to Approaching a Gray Area
Part 3: When the Sharing Economy Is Exempt from Regulation
Part 4: Navigating Out of Gray Areas
When the Consumer, by Means of Collaborative Agreements, IS the Producer
Production and Exchange in a Private Context
Non-Commercial Production and Exchange
Zoning and the Sharing Economy
The Moral to This Story
CHAPTER NINE
NEW RELATIONSHIPS WITH LAND AND HOUSING
Part 1: Building Economically Sustainable Relationships with Land
Unpacking the Bundle of Rights
When Land Is Not Shared
Solutions Addressed Here
Common Goals of Clients
Part 2: Solutions: Sharing Use, Management, and/or Financing
That Bundle Is Toooo Large, This Bundle Is Toooo Small
Sharing Space
Sharing Management
Sharing Financing
Part 3: Agreements and Organizations to Share Property Rights
Common Configurations
A Few Considerations in Drafting Agreements and Forming Organizations
Forming and Structuring Organizations
Part 4: Navigating Public Laws
Land Use and Zoning
Landlord/Tenant Laws
Inclusionary Housing Laws
Regulations on Hotels, Hostels, Boarding Houses, and Temporary Stays
Laws Governing the Sale of Subdivided Properties
Laws Governing Community Associations
Building and Fire Codes
Fair Housing Laws
Property Taxes and Property Tax Exemption
CHAPTER TEN
NEW APPROACHES TO INTELLECTUAL PROPERTY
Part 1: Intellectual Property and Sharing
What Is Intellectual Property?
Four Major Forms of Intellectual Property
Why Does Intellectual Property Exist?
Sharing in the World of Intellectual Property
The License Agreement
A Word About the Public Domain
Part 2: Sharing and Copyright Law
Copyright Law Basics
Infringement and Damages
Innovations in Open Sourcing
Creative Commons Licenses
Other Approaches with Licenses—Crowdsourcing
Public Domain Commons
Part 3: Sharing and Patent Law
Patent Law Basics
Humanitarian Licenses
Other Efforts Related to Humanitarian Licenses
Patent Commons
Freeing an Invention Completely
Part 4: Sharing and Trademark Law
Collective Marks
Certification Marks
Avoiding the “Naked License” When Sharing Trademarks
CHAPTER ELEVEN
NEW APPROACHES TO RISK AND LIABILITY
Part 1: Sharing Economy/Sharing Risk/Sharing Responsibility
Loss Is Scary, but Uncertainty Is Scarier
Taking Risks in a Sharing Economy
Being Careful in the Sharing Economy
Advocating for Laws That Encourage Sharing
Part 2: Making Agreements
Ingredients of Risk Management Agreements
Common Agreements for Sharing Economy Clients
Forming Limited Liability Entities
Part 3: Insurance
Adapting Insurance to the Sharing Economy