Richard D. Harroch

Richard D. Harroch is an attorney with over 20 years of experience in representing start-up and emerging companies, entrepreneurs, and venture capitalists. He is listed in Who’s Who in American Law and is a corporate partner in a major law firm in San Francisco. He is a Phi Beta Kappa graduate of U.C. Berkeley and graduated from UCLA Law School, where he was managing editor of the Law Review. He has edited or co-authored a number of legal/business books, including Start-Up and Emerging Companies: Planning, Financing and Operating the Successful Business and Partnership and Joint Venture Agreements. Richard was the chairman and co-founder of AllBusiness.com, one of the premier Web sites for small businesses. He was also the founder, CEO, and chairman of LawCommerce, Inc., an Internet company dedicated to providing products and sources to the legal profession. He has lectured extensively before various legal and business organizations, including the American Electronics Association, the Venture Capital Institute, the California Continuing Education of the Bar, Law Journal Seminars-Press, the California State Bar Business Section, the Corporate Counsel Institute, the San Francisco Bar, and the Practicing Law Institute (PLI). Richard has served as the chairman of the California State Bar Committee on Partnerships, the co-chairman of the Corporations Committee of the San Francisco Bar (Barristers), a member of the Executive Committee of the Business Law Section of the California State Bar, and co-chair of the Law Journal seminar in New York on “Joint Ventures and Strategic Alliances.” Richard has experience in the following areas: start-up and emerging companies, corporate financings, joint ventures, strategic alliances, venture capital financings, employment agreements, IPOs, leases, loans, online and Internet matters, license agreements, partnerships, preferred stock, confidentiality agreements, stock options, sales contracts, securities laws, and mergers and acquisitions.

Articles From Richard D. Harroch

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12 results
12 results
Small Business Kit For Dummies Cheat Sheet

Cheat Sheet / Updated 05-03-2022

Owning and running a small business calls for a variety of skills, perhaps foremost among them organizational. If you’re going to incorporate your business, you need to explore the differences between becoming a C corporation and an S corporation. And if you want to attract investors or even apply for a loan, you’d better be familiar with the key elements of a business plan.

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Poker For Dummies Cheat Sheet

Cheat Sheet / Updated 01-20-2022

Whether you play poker for fun or money, you can use bluffing strategies and the rules of etiquette for games at home. If you play for money, tips for managing your poker chips may come in handy.

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Talking the Talk in Poker

Article / Updated 03-26-2016

The colorful quotations you hear in poker can be based on real events or just made up from long ago. Here is a list of some popular quotations along with an explanation of what a person really means when he uses the quote. Phrase Translation "I'd rather be lucky than good." Typically said by a player who is neither lucky nor good. This player often believes that he should play more hands than reasonable and that he can get on a lucky streak by doing so. In the long haul, when all the luck is bled out of the equation, it's skill that separates winning players from losing players. "You've got to know when to hold 'em, know when to fold 'em." Typically said by a Kenny Rogers fan or someone who has no clue as to whether he should continue playing the hand or fold. "Sheesh, what a bad beat." This refers to when a player loses a hand where, mathematically, she was a big favorite. Most players have a bad beat story. "If you can't spot the fish at the poker table, then it's you." This refers to the fact that, if you can't read players or their abilities very well, you will probably be the sucker at the table. "Hey Joe, bring us a live one." Often said by a player at a card club, asking for a new sucker player to be brought to the table. "I'm down a little." I'm down a lot. "Boy, he is a tight player." Boy, is he anal-retentive and conservative. "Read 'em and weep." Look at my big hand that beats all of your puny hands, suckers. "I was drawing to a double belly buster." This is a draw to two different straights, such as 3-5-6-7-9. A single belly buster is drawing to an inside straight. "Sheesh, things can't get any worse." Usually said by a poker player who has gone on a losing streak, and the streak is about to get worse. "Trust everyone, but cut the cards." Means trust no one, and cut the cards as a way to try to prevent cheating. "Any two will do." Refers to the concept that any two cards in Hold'em can theoretically win the hand. Used as a justification to play truly wretched starting cards. However, we all know that good starting hands are the key to winning at poker in the long run.

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Mastering the Art of Bluffing in Poker

Article / Updated 03-26-2016

Some players — and it's only a few of them, to be sure — never bluff. After you figure out who they are, playing against them is easy. If they bet once all the cards are out, you can safely throw your hand away unless you believe that your hand is superior to theirs. If it is, you should raise. Other people are habitual bluffers. When they bet, you have to call as long as you are holding any reasonable hand. Although habitual bluffers will also make real hands every now and then, the fact that they bluff far too often makes your decision easy. By calling, you'll win far more money in the long run than you would save by folding. Keep 'em guessing No easy answer exists concerning players who bluff some, but not all, of the time. Opponents who bluff some of the time are better poker players than those found at either end of the bluffing spectrum. Better players, of course, can keep you guessing about whether or not they are bluffing. And when you're forced to guess, you will be wrong some of the time. That's just the way it is. Of course, you may be able to pick up a tell (a revealing gesture) and know when your opponent is bluffing, but that's not too likely in most cases. The sad truth is that players who keep you guessing are going to give you much more trouble than predictable opponents. In most low-limit games, players bluff much too often. After all, when you play fixed-limit poker, all it costs is one additional bet to see someone's hand. And the pots are usually big enough, relative to the size of a bet, to make calling the right decision. Here's an example: Suppose the pot contains $90, and your opponent makes a $10 bet. That pot now contains $100, and the cost of your call is only $10. Even if you figure your opponent to be bluffing only one time in ten, you should call. By calling, the laws of probability suggest that you'd lose a $10 bet nine times, for a loss of $90. Although you'd win only once, that pot would be worth $100. After ten such occurrences, you'd show a net profit of $10. As a result, you could say that regardless of the outcome of any particular hand, each call was worth one dollar to you. The threat of bluffing The threat of a bluff is just as important as a bluff itself. A good player — one who bluffs neither too often nor too infrequently, and seems to do so under the right conditions — has something else going for her, too. It's the threat of a bluff. Does she have the goods or is she bluffing? How can you tell? If you can't, how do you know what to do when she bets? These answers don't come easily, and even top-notch players are not going to have a terrific batting average in most cases. As a result, the threat of a bluff combined with the bluff itself, is designed to help a player win some pots that she would otherwise lose and to win more money in pots where she actually has the best hand. After all, if you have the best hand and come out betting, your opponent won't always know whether you're bluffing or not. If a lot of money is in the pot, she'll probably call. That's the less costly error. After all, if she were to throw the winning hand away and relinquish a big pot, that's a much more costly faux pas than calling one additional bet. Bluffing and the threat of bluffing go hand in hand. A bluff can enable a player to win a pot she figured to lose if the hands were shown down. The threat of a bluff enables a player with a good hand to win more money than she would if her opponent knew she never bluffed.

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Playing a Hand of Seven-Card Stud Poker

Article / Updated 03-26-2016

Seven-Card Stud requires patience. Because you're dealt three cards right off the bat — before the first round of betting — it's important that these cards are able to work together before you enter a pot. In fact, the most critically important decision you'll make in a Seven-Card Stud game is whether to enter the pot on third street — the first round of betting. The next critical decision point is whether you should continue playing on the third round of betting, called fifth street. In fixed-limit betting games, such as $6-$12, fifth street is where the betting limits double. There's an old adage in Seven-Card Stud: If you call on fifth street, you've bought a through-ticket to the river card (the last card). Figure 1 shows a typical hand of Seven-Card Stud after all the cards are dealt. The first three cards, beginning from left, are considered to be on third street, the next single card is fourth street, and so on, until seventh street. Figure 1: A sample hand of Seven-Card Stud. At the conclusion of the hand, when all the cards have been dealt, the results are as follows: Player 1 now has a full house, aces full of 4s. He is likely to raise. Player 2 has an ace-high diamond flush. Player 3, who began with a promising straight draw, has two pair — 9s and 8s. Player 4 has a full house, queens full of jacks, but will lose to Player 1's bigger full house. Player 5 has three 5s, the same hand she began with. Player 6 has a king-high straight. In Seven-Card Stud, each player makes the best five-card hand from his seven cards. The highest hand out of all the players wins. (In Figure 1, Player 1 takes the pot.) While most stud games do not result in this many big hands contesting a pot, you can see how the best hand changes from one betting round to another, and how a player can make the hand he is hoping for, yet not have any chance of winning.

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Understanding Poker

Article / Updated 03-26-2016

Like a house, poker requires a foundation. Only when that foundation is solidly in place can you proceed to build on it. When all the structural elements are in place, you can then add flourishes and decorative touches. But you can't begin embellishing it until the foundation has been poured, the building framed, and all the other elements that come before it are in place. That's the purpose here: to put first things first — to give you a basic understanding of what you need before you begin to play. Planning and discipline Some poker players, and it's no more than a handful, really do have a genius for the game — an inexplicable, Picasso-like talent that isn't easily defined and usually has to be seen to be believed. But even in the absence of genius — and most winning players certainly are not poker savants — poker is an eminently learnable skill. Inherent ability helps, and while you need some talent, you really don't need all that much. After all, you don't have to be Van Cliburn to play the piano, Picasso to paint, or Michael Jordan to play basketball. What you do need to become a winning player are discipline and a solid plan to learn the game. Plotting a strategy: If you aspire to play winning poker, then you need a plan to learn the game. While the school of hard knocks may have sufficed as the educational institution of choice 20 or 30 years ago, most of today's better poker players have added a solid grounding in poker theory to their over-the-table experiences. You can find a slew of information to help you learn the game — in books, magazines, and online. Discipline: All the strategic knowledge in the world does not guarantee success to any poker player. Personal characteristics are equally important. Success demands a certain quality of character in addition to strategic know-how. Players lacking self-discipline, for example, have a hard time ever winning consistently regardless of how strategically sophisticated they may be. If one lacks the discipline to throw away poor starting hands, then all the knowledge in the world can't overcome this flaw. Knowledge without discipline is merely unrealized potential. Playing with discipline is a key to avoiding losing your shirt — or your shorts. If you can learn to play poker at a level akin to that of a journeyman musician, a work-a-day commercial artist, you will be good enough to win consistently. You don't have to be a world champion like Doyle Brunson, Phil Hellmuth, Johnny Chan, or Tom McEvoy to earn money playing poker. The skills of a good journeyman poker player enable you to supplement your income, or — better yet — earn your entire livelihood at the game. If you go on to become the very best poker player you can be, that should be more than enough to ensure that you will be a lifelong winning player. The object of the game The objective of poker is to win money by capturing the pot, which contains bets made by various players during the hand. A player wagers a bet in hopes that he has the best hand, or to give the impression that he holds a strong hand and thus convince his opponents to fold (abandon) their hands. Because money saved is just as valuable as money won, knowing when to release a hand that appears to be beaten is just as important as knowing when to bet. In most poker games, the top combination of five cards is the best hand. Number of players Any number of players, typically from two to ten, can play, depending on the game. Most casino games are set up with eight players for a seven-card game like Stud poker or Razz, and nine or ten players for Texas Hold'em. The deck Most forms of poker involve a standard 52-card deck. For Draw poker and Lowball, a joker, or "bug," is sometimes added to the deck. It's not a wild card per se, but it can be used in Draw poker as an additional ace, or to complete a straight or flush. In Lowball, the joker is used as the lowest card that does not pair your hand. For example, if you held 7-6-2-A-Joker, it would be the same as if you held 7-6-3-2-A. Poker chips Whether you use pennies or peanuts to bet with at home, nothing beats the feel of real poker chips. Originally made of clay, chips now come in a durable composite or plastic. The plastic ones are a bit more slippery than the composite and, thus, are more difficult to handle. Chips are available in a wide range of colors and patterns. The designs and "edge spots" you see on casino chips vary because of security reasons, but the colors generally follow a set of traditional dollar values: $1 White $5 Red $25 Green $100 Black $500 Purple or Lavender If you want to add a dose of Vegas-style playing to your home game, then try using real chips. Following is a list of the number of chips you'll need: 3 to 4 players 300 chips 5 to 6 players 400 chips 7 to 8 players 500 chips Large games or multiple games 1,000 chips

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How to Organize Your Small Business Records

Article / Updated 03-26-2016

Dealing with the paperwork is a large part of running a small business. The following table suggests essential file drawers to label in an actual file cabinet or two and what must-keep information to file in each: File Drawer What To Put There File Drawer What To Put There Accounting and bookkeeping records Sales and expense information, inventory, ledgers, income statements, balance sheets, cash flow statements, and other financial statements. Forms used in the business Standard forms that you use in the business, such as purchase orders, sales agreements, offer letters to new employees, and employment applications. Bank records Bank statements, cancelled checks, bank reconciliations, notices from and to your bank, deposit slips, and any loan-related notices and documents. Intellectual property records Trademark applications, copyright filings, patent filings and patents, licenses, and confidentiality or non-disclosure agreements. Contracts All contracts you have entered into, including: real estate leases, equipment leases, purchase agreements, sales agreements, joint venture agreements, work for hire agreements, and other contracts. Marketing and advertising Marketing brochures, print ads, Web banners, text of radio ads, and records of other marketing materials. Corporate records For corporations: Articles of Incorporation, bylaws, shareholder minutes and consents, board minutes and consents, state filings, Action of Incorporator, and amendments to the various corporate documents. For non-corporations: Documents may include partnership agreements, LLC documents, consents of the owners, and similar records. Permits and licenses Permits, licenses, or registration forms that you need to operate the business, whether required under federal, state, or local law. Correspondence Letters sent by mail, faxes, and important e-mail that you don’t want to lose and want to keep in hard copy. These include both correspondence you receive and send. Stock records The company’s Stock Ledger where you record all stock and other securities transactions, copies of stock certificates, options and warrants, and copies of all securities law filings. Employee records Completed employment applications, actual employment offer letters, employee handbook or policies, employment agreements, performance appraisals, employee attendance records, employee termination letters, W-2s, and any settlement agreements with terminated employees. Tax records These records include quarterly and annual federal and state income tax filings, W-9 filings for independent contractors, records supporting tax filings, withholding tax records, and other tax-related matters.

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Key Sections of a Small Business Plan

Article / Updated 03-26-2016

If you want investors for your small business, you need to write a business plan so that you have something to present to bankers and potential investors. The format of every good business plan, although not set in stone, tends to run along the same basic lines — it shouldn’t have anything that surprises investors. The business plan format is fairly standardized, typically containing the following key sections: Cover page: Contains contact information and a statement that the plan is deemed confidential Table of contents: Enables your readers to quickly find the exact information they’re looking for Executive summary: Explains, briefly, your business’s prospects, needs, and situation Company description: Contains a historical account of the company, as well as its future prospects The product or service: Explains what is unique about the products or services that your business plans to deliver The market: Creates a picture of the market in which your business competes Marketing: Informs your reader of how you plan to capture your business’s potential market (packaging, distribution, advertising, Web marketing, and so on) Management/ownership: Introduces the people holding leadership positions in the business, their relevant experience and credentials Competition: Focuses on your competitors' strengths and weaknesses Financial statements and projections: Includes a lot of numbers (hopefully black), like your balance sheet, income statement, cash flow statement, and financial forecasts Appendices: Contains résumés of key personnel, an organizational chart with positions and responsibilities, extended market information, and other data to back up the claims in your business plan

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Differences between C and S Corporations for a Small Business

Article / Updated 03-26-2016

A corporation is a separate legal entity formed under a state corporation law. Your small business can register as a C corporation or an S corporation if you go the corporation route, which you may want to do to shield shareholders from the corporation’s debts and liabilities. The following key points characterize C corporations: Limited liability: Generally, the shareholders, officers, and directors of the corporation aren’t personally liable for the corporation’s debts and liabilities. Perpetual existence: In contrast to partnerships and sole proprietorships, corporations generally can last forever unless they’re voluntarily dissolved. Control and management: A corporation’s overall management is vested in the board of directors chosen by the shareholders. The board of directors elects the corporation’s officers, who handle the business’s day-to-day affairs under the board’s general direction. Shareholders’ rights: Shareholders typically have various rights, including the right to elect directors, receive information, inspect corporate records, vote on fundamental business decisions (such as mergers and liquidations), and share in distributions. Owners and profits: The owners of the corporation are the shareholders who have received stock in the corporation. Corporate formalities: You should observe various corporate formalities, such as maintenance of separate books, records, and accounts; completion of various governmental filings; and periodic meetings or written consents of directors and shareholders. Stock transferability: Stock certificates are signs of ownership. Their transfer may be restricted; for example, the corporation may have a right of first refusal on transfer. And federal or state securities laws can limit stock transfers. Capital formation: The corporate entity accommodates a wide variety of forms of capitalization, such as common stock, preferred stock, stock options, warrants, and convertible securities. Employee stock ownership: Corporations provide the best vehicle to give employees equity interests in the business. Corporations allow tax-advantaged stock option grants, which aren’t available for other entities. Tax: C corporations are taxed at the corporate level. The government taxes most dividends as income to the stockholders. An S corporation is a regular corporation, but the business’s income passes through to the shareholders, and the shareholders pay income taxes based on their portion of the corporate income. In order to become an S corporation, you must follow a number of key rules, including IRS election: All shareholders must sign and file IRS Form 2553 with the IRS. You may also need to make an election with your state of incorporation. New corporations must file the IRS form by the 15th day of the third month of your tax year (basically, a 2 1/2 month window). Number of shareholders: An S corporation can have no more than 75 shareholders. One class of stock: An S corporation can only have one class of stock, although certain differences can exist in voting rights among the shareholders. Restrictions on the type of shareholders: Generally, corporations, various trusts, and nonresident aliens may not be shareholders in an S corporation. If you want investors for your small business, you need to write a business plan so that you have something to present to bankers and potential investors. The format of every good business plan, although not set in stone, tends to run along the same basic lines — it shouldn’t have anything that surprises investors. The business plan format is fairly standardized, typically containing the following key sections: Cover page: Contains contact information and a statement that the plan is deemed confidential Table of contents: Enables your readers to quickly find the exact information they’re looking for Executive summary: Explains, briefly, your business’s prospects, needs, and situation Company description: Contains a historical account of the company, as well as its future prospects The product or service: Explains what is unique about the products or services that your business plans to deliver The market: Creates a picture of the market in which your business competes Marketing: Informs your reader of how you plan to capture your business’s potential market (packaging, distribution, advertising, Web marketing, and so on) Management/ownership: Introduces the people holding leadership positions in the business, their relevant experience and credentials Competition: Focuses on your competitors’ strengths and weaknesses Financial statements and projections: Includes a lot of numbers (hopefully black), like your balance sheet, income statement, cash flow statement, and financial forecasts Appendices: Contains résumés of key personnel, an organizational chart with positions and responsibilities, extended market information, and other data to back up the claims in your business plan

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Poker Bluffing Strategies

Article / Updated 03-26-2016

Bluffing is a well-established and time-honored poker strategy. The next time you're inclined to attempt that particular type of larceny at the poker table, keep these bluffing tips in mind: Be aware of how many players you'll have to bluff your way through. While one or even two players can be bluffed, don't think about trying to bluff more than two opponents unless you really have strong reasons to believe you'll succeed. Take the opportunity to bluff if all of your opponents check on the previous betting round. It's even better if they've all checked on an expensive betting round. But your chances are diminished if any newly exposed cards appear to have helped one of your opponents. Understand that a bluff doesn't have to work to make it the correct decision. After all, you're usually just risking one bet to win an entire pot full of bets. Bluffing has to work only some of the time to be the right choice. And even when you're caught, a bluff can be successful if it causes opponents to call when you are betting a strong hand. Imply specific hands. Bluffs that seem to represent specific hands, such as a flush or a straight, have a much better chance to succeed than bets that appear to come out of the blue. Avoid bluffing players who are either experts or brain dead. Instead, aim your bluffs at good opponents. Poor players will usually call "to keep you honest," while experts are more likely to see through your chicanery. Zero in on weak players. It's much easier to bluff players who have shown weakness by checking, than to bluff those who have shown strength by betting on the preceding round. Don't bluff for the sake of bluffing. Some players will bluff just to "advertise." There's no need to do that. Bluff if you believe you have a reasonable chance to succeed. You'll get plenty of advertising value because some of your bluffs will be picked off regardless of how well you assess your chances for success. Strive for a tight, aggressive image. This kind of image has a much better chance of running a successful bluff than a player with a loose image. If you are seen as selective, tight, and aggressive, your opponents will not suspect a bluff when you bet. When you have a license to steal, use it. Never bluff a hopeless hand when there are more cards to come. Instead, think about semi-bluffing, which allows you to win the pot two ways: Your opponents may fold, or you might hit your draw. Attempt a bluff occasionally when all the cards are out and you have nothing, but don't overdo it. But if you have enough to beat a draw, save that additional bet and try to win in a showdown.

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