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Legal Guidebook For Closely Held Corporations
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Book Synopsis Legal Guidebook for Closely Held Corporations by : Corporate Laws
Download or read book Legal Guidebook for Closely Held Corporations written by Corporate Laws and published by . This book was released on 2024-04-30 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: The Guidebook replaces Managing Closely Held Corporations: A Legal Guidebook, published in 2003. Given the time lapse, this new edition is thoroughly updated with new added topics that have emerged in the last two decades. Prepared by the Corporate Laws Committee, the Guidebook provides basic concepts of a closely held corporation and identifies the characteristics that are fundamentally different from publicly held businesses. Unique from other resources on the subject, the Guidebook covers: The special concerns and challenges involved in closely held corporations Legal concerns of directors, officers, and shareholders as they hold a much greater congruency of decision-making and risk-taking in a closely held corporation The law of corporate governance - the legal rules relating to the respective powers and duties of directors, officers, and shareholders The articles of incorporation and bylaws of the corporation The importance and flexibility of private ordering to address the bespoke nature of many closely held corporate governance structures, including the use of particular provisions in the governing documents to alter the statutory default rules for corporate governance Mergers, asset sales, and entity changes Buy-sell agreements and transfer restrictions Corporate record-keeping requirements and directors' rights with respect to a corporation's books and records And more. This book was published on 6/16/2023.
Author :American Bar Association. Committee on Corporate Laws Publisher :American Bar Association ISBN 13 : Total Pages :102 pages Book Rating :4.F/5 ( download)
Book Synopsis Managing Closely Held Corporations by : American Bar Association. Committee on Corporate Laws
Download or read book Managing Closely Held Corporations written by American Bar Association. Committee on Corporate Laws and published by American Bar Association. This book was released on 2003 with total page 102 pages. Available in PDF, EPUB and Kindle. Book excerpt: Like its companion the Corporate Director's Guidebook, this new title covers topics in plain English so the principles are easily understood by nonlawyers
Book Synopsis The Law of Closely Held Corporations by : Douglas K. Moll
Download or read book The Law of Closely Held Corporations written by Douglas K. Moll and published by Aspen Publishers. This book was released on 2009 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: As legislatures have come to recognize the distinct needs of closely held corporations, the law in this area has become unique. The Law of Closely Held Corporations encompasses all of the major transactional and litigation issues that practitioners are likely to face. Covering relevant federal and state laws and regulations, this resource gives you insights into successful business structures that help avoid conflict down the road--and it gives you everything you need to successfully resolve conflict if it does arise! Providing the materials you need to find practical answers to sometimes thorny questions, this NEW resource: Delivers current treatment of all aspects of close corporation law--including expert insights into the latest developments Includes coverage of relevant close corporation cases and statutes--at both the federal and state levels Focuses on the unique transactional and litigation issues of a close corporation Covers basic and sophisticated close corporation issues Offers concrete guidance and to common--and uncommon--questions Includes detailed transactional forms and litigation pleadings Over 50 Key Forms on CD-ROM! Rather than using one source for legal analysis and another source--or sources!--for forms, now you can rely on the one comprehensive resource that includes analysis and forms with clear cross-references between them. The Law of Closely Held Corporations is your comprehensive guidebook for navigating the unique--and often complicated--situations that arise within closely held corporations, including: The Role of Fiduciary Duty Breaches of Fiduciary Duty Dissension and Oppression in the Closely Held Corporation Remedies for Dissension Valuing Assets and Quantifying Buyout Handling Litigation--includes a consolidated collection of relevant case law! Derivative Suits And much more!
Book Synopsis A Legal Guide to United States Business Organizations by : John M.B. Balouziyeh
Download or read book A Legal Guide to United States Business Organizations written by John M.B. Balouziyeh and published by Springer Science & Business Media. This book was released on 2013-07-18 with total page 122 pages. Available in PDF, EPUB and Kindle. Book excerpt: This volume provides an overview of United States federal and state law governing business organizations. The chapters take the reader through a step-by-step exposition of the most basic sole proprietorships to the most complex multi-tiered conglomerates. Among the business organizations treated are partnerships with their various modalities (general partnerships, limited partnerships, limited liability partnerships), corporations (including closely held corporations, public corporations and other variations) and limited liability companies. The case law and statutes governing the full menu of business organizations are systematically analyzed and presented. Leading cases at both the federal and state level as well as model legislation such as the Uniform Partnership Act and enacted legislation are further examined. Other topics covered include Agency and partnerships, Accounting, taxation and finance, Startup corporations and venture capital, Fiduciary duties and shareholder control, Mergers and acquisitions.
Book Synopsis Closely Held Organizations by : Shawn Bayern
Download or read book Closely Held Organizations written by Shawn Bayern and published by . This book was released on 2014 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: This casebook covers the law of "closely held" businesses--those with few owners. Such businesses face special problems when compared, for example, to large, publicly held corporations. The book primarily covers four legal areas, through cases, statutes, and original informational notes and commentary: (1) agency law (covering questions of authority, fiduciary duties, and respondeat superior); (2) partnership law (the Revised Uniform Partnership Act and significant common-law developments); (3) the law of close corporations (basic corporate structure, common-law underpinnings and modern statutes, and protections of minority interests); and (4) the law of limited liability companies (LLCs). The book also introduces some problems in the law of small nonprofit organizations and of hybrid companies, such as the "low-profit" LLCs that have been authorized by recent statutes. The book is intended for use in modern versions of the "Agency and Partnership" course, courses on unincorporated or closely held businesses, and the first part of integrated "Business Organizations" sequences of courses. It adopts a functionalist approach to law and introduces students to economic reasoning in business law without relying exclusively on the methods or ideologies of legal economists.
Book Synopsis The Law of Corporations in a Nutshell by : Robert W. Hamilton
Download or read book The Law of Corporations in a Nutshell written by Robert W. Hamilton and published by . This book was released on 1991 with total page 570 pages. Available in PDF, EPUB and Kindle. Book excerpt: The Corporation in Perspective; Unincorporated Business Forms; Formation of Corporations; Limited Role of Ultra Vires; Preincorporation Transactions; "Piercing the Corporate Veil" and Related Problems; Financing the Corporation; Distribution of Powers Within a Corporation; Special Problems; Shares and Shareholders; Directors; Officers; Closely Held Corporation; Publicly Held Corporation; Duties of Directors, Shareholders and Officers; Indemnification and Insurance; Shareholder's Suits; Class Action Suits; Dividends, Distributions and Redemptions; Inspection of Books and Records; Organic Changes; Amendments, Mergers and Dissolution.
Book Synopsis Closely Held Business Organizations by : Robert A. Ragazzo
Download or read book Closely Held Business Organizations written by Robert A. Ragazzo and published by West Academic Publishing. This book was released on 2012 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: This is still the most comprehensive business organizations casebook to focus on closely held business. The book offers more coverage on LLCs than any other business organizations book, and the principal change in the new edition focuses on the most recent uniform LLC Act (as well as Delaware law). Everything else has been brought up to date, including material on the Model Business Corporation Act (which now speaks as of December 2010), Delaware law (which includes corporations, limited partnerships, and limited liability companies), and federal securities law (included in the public corporation supplement).
Book Synopsis Understanding Corporate Law by : Arthur R. Pinto
Download or read book Understanding Corporate Law written by Arthur R. Pinto and published by LexisNexis/Matthew Bender. This book was released on 1999 with total page 508 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book is designed to assist students with clear & comprehensive treatment of key concepts in corporate law. Significant business, economic, & policy issues are highlighted in connection with a thorough analysis of the important cases & statutory provisions used in the study of corporations. It includes the major theoretical approaches used in current corporate law literature. In each chapter, the authors identify important policies & discuss the relationship of the law as it has developed to those policies. Statutory issues are covered under both the General Corporation Law of the State of Delaware & the Revised Model Business Corporation Act. This book is designed to be used with all of the major corporate law casebooks. Published in 1998.
Book Synopsis Closely Held Corporations by : Douglas K. Moll
Download or read book Closely Held Corporations written by Douglas K. Moll and published by . This book was released on 2018 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Book Synopsis The Structure of the Corporation by : Melvin A. Eisenberg
Download or read book The Structure of the Corporation written by Melvin A. Eisenberg and published by Beard Books. This book was released on 1976 with total page 356 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book examines the role of officers, directors and shareholders in the governance of the modern publicly held corporation.
Author :American Bar Association. Committee on Corporate Laws Publisher :American Bar Association ISBN 13 : Total Pages :114 pages Book Rating :4.F/5 ( download)
Book Synopsis Corporate Director's Guidebook by : American Bar Association. Committee on Corporate Laws
Download or read book Corporate Director's Guidebook written by American Bar Association. Committee on Corporate Laws and published by American Bar Association. This book was released on 2001 with total page 114 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Book Synopsis Closely Held Corporations by : George Brode
Download or read book Closely Held Corporations written by George Brode and published by . This book was released on 1977 with total page pages. Available in PDF, EPUB and Kindle. Book excerpt:
Book Synopsis Cases and Materials on Corporations by : John C. Coffee
Download or read book Cases and Materials on Corporations written by John C. Coffee and published by Aspen Publishing. This book was released on 2021-09-14 with total page 1429 pages. Available in PDF, EPUB and Kindle. Book excerpt: Renowned for its richness, depth, and authorship, Cases and Materials on Corporations offers broad coverage of both public and closely held corporations. A powerful introductory chapter sets out the defining characteristics of a corporation. A thematic framework frames corporate law in terms of the corporation’s responsibilities to its employees, its investors, and society. New to the Ninth Edition: The introductory Chapter recognizes that issues of race and systemic discrimination have dominated recent headlines and political discourse. This has re-focused attention on the long-standing debate between proponents of the dominant shareholders primacy model of corporate governance and proponents of a more stakeholder-oriented model. Without taking sides on this issue, this Chapter notes that this debate has continued throughout American legal history, and it focuses on recent efforts by some states and Nasdaq to require greater diversity (both in terms of race and gender) on corporate boards. Current data is provided. In addition, this Chapter adds a new section to introduce the “public benefit corporation,” a new corporate form that is a hybrid of a profit-making corporation and a not-for-profit entity now recognized by a majority of the states. New material on the emerging line of good faith cases in the context of director oversight where a corporation is subject to “mission critical” regulation. This new line of cases opens up potential avenues to assign monetary liability to directors for failure to manage corporate risks. New Supreme Court decisions (including Lorenzo and Omnicare) are assessed, and the continuing struggle to define insider trading is reviewed. The chapter on shareholder voting and proxy gives special attention to recent efforts by activist hedge funds to influence and constrain corporate management. The revised chapter on takeovers takes up the legal rules governing friendly and unfriendly acquisitions. The chapter tracks the unique experience of Delaware law over this period: an ongoing and openly—but respectful–disagreement between the Delaware Chancery Court and the Delaware Supreme Court about the allocation of authority between the board of directors and shareholders. The chapter also examines the new texture of the takeover market where activists play a central role. Professors and students will benefit from: Richness and depth: A range of thoroughly developed topics allows instructors to delve into topics with as much depth as they wish. The text is strong in material on both public and closely held corporations. Traditional casebook pedagogy: Text notes, statutory material, excerpted commentary, problems, questions, and edited cases. Strong introductory chapter: Sets out the defining characteristics of a corporation: limited liability, perpetual existence, free transferability, and centralized management. Thematic framework: Examines corporate law in the context of the corporation’s responsibilities to its own constituents and investors, as well as to society.
Book Synopsis The Law of Business Organizations by : Robert Hamilton
Download or read book The Law of Business Organizations written by Robert Hamilton and published by West Academic Publishing. This book was released on 2016-02 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: As a part of our CasebookPlus offering, you'll receive the print book along with lifetime digital access to the eBook. Additionally you'll receive the Learning Library which includes quizzes tied specifically to your book, and outline starter and digital access to leading study aids in that subject and the Gilbert Law Dictionary. This title covers the law of business associations for introductory courses. It discusses business organizations, including agency, general partnerships, closely held corporations, publicly held corporations, limited partnerships, limited liability partnerships, and limited liability companies. The material on the unincorporated business forms has been revised, updated, and expanded to reflect the centrality of these forms of business organization in modern law practice and in the economy generally. Among other state and model statutes, the Revised Uniform LLC Act (2006), the Revised Uniform Partnership Act (1997), the Uniform Limited Partnership Act (2001), and the Third Restatement of Agency (2006) are discussed and cited.
Book Synopsis Closely Held Corporations Under the New Business Corporation Act by :
Download or read book Closely Held Corporations Under the New Business Corporation Act written by and published by . This book was released on 1973 with total page 296 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Book Synopsis Business Organizations Law in Focus by : Deborah Bouchoux
Download or read book Business Organizations Law in Focus written by Deborah Bouchoux and published by Aspen Publishing. This book was released on 2022-10-27 with total page 888 pages. Available in PDF, EPUB and Kindle. Book excerpt: Business Organizations Law in Focus, Second Edition provides a thorough introduction to the key attributes, advantages, and disadvantages of every form of for-profit business organization in the United States, including: partnerships, limited liability companies, and corporations. The practice-oriented approach of the Focus Casebook Series elucidates the legal and practical aspects of business organizations through real-world scenarios that provide numerous opportunities for students to apply theory to practice and solidify their understanding of key concepts. Clear exposition and Case Previews support independent learning and focus case analysis. New to the Second Edition: Significantly more editing of cases with an eye towards making case excerpts shorter and more accessible to students. Expanded coverage of LLCs in Chapter 12, including a newly added case and related exercises addressing the primacy of the operating agreement in LLC governance and 2019 case and associated exercises highlighting LCC dissolution standards. Newly-added cases and exercises in Chapter 9 highlighting the continued evolution of Delaware’s Caremark corporate monitoring and oversight doctrine, including references to the Delaware Supreme Court’s recent decision in Marchand v. Barhill, 212 A.3d 805, 809 (Del. 2019) reversing the dismissal of Caremark claims against an ice cream manufacturer over allegedly persistent food safety issues, and the Chancery Court’s decision in Clovis Oncology, Inc. Derivative Litig., C.A. No. 2017-0222-JRS, 2019 WL 4850188 (OCT. 1, 2019) denying a motion to dismiss Caremark claims involving allegedly “serial non-compliance” with FDA protocols and regulations having to do with drug approval. An additional case in Chapter 10 that asks whether the “disrespectful and unfairly disproportionate treatment of a female shareholder by the male majority in a closely held corporation constitutes corporate oppression” pursuant to New York Business Corporation Law § 1104-a (a)(1). A new case in Chapter 10 in which shareholders of AmerisourceBergen—one of the world’s leading wholesale distributors of opioid painkillers—sought to exercise their inspection rights under DGCL § 200 to investigate whether the firm had engaged in wrongdoing in connection with the distribution of opioids. Additional and expanded references to Model Business Corporation Act (MBCA) standards across Chapters 8, 9, and 10, including expanded references to MBCA standards concerning director conflicting interest transactions, the corporate opportunity doctrine, and the MBCA’s universal demand rule for derivative actions. A new case in Chapter 3 addressing duties of loyalty and candor in the partnership context that invokes the Meinhard v. Salmon standard in a manner that is more accessible to students. Updated coverage of the proxy system and proxy regulation, securities offering rules and regs, and developments in insider trading law. New cases and “spotlight” sections that address a variety of timely issues, including “unicorns” (start-up businesses with a valuation of at least $1 billion), claims involving opioid manufacturers, and corporate governance matters involving #MeToo claims. Professors and students will benefit from: Features that engage students in applying theory to practice, such as Real-Life Applications, Application Exercises, and Applying the Concepts. Experiential exercises on drafting documents and preparing appropriate filings. An overview in Chapter One of the various forms of business organization and their key attributes, advantages, and disadvantages. An emphasis on contemporary principal cases and issues that resonate with today’s students and fuel class discussion. Clear exposition of legal principles means students can absorb assigned reading on their own, and professors don’t have to explain it from the lectern in class. Attention to attorney ethical issue and rules that commonly arise in the representation of business entities. The online ascii art generator can convert text to multiline text boxes. Try it now.
Book Synopsis Corporations by : Robert W. Hamilton
Download or read book Corporations written by Robert W. Hamilton and published by West Academic Publishing. This book was released on 1997 with total page 698 pages. Available in PDF, EPUB and Kindle. Book excerpt: Corporation Law in General; Formation of Corporations; Preincorporation Transactions Piercing the Corporate Veil; Financing the Corporation; Statutory Scheme of Management and Control; Shareholders Meetings; Voting and Control Arrangements Directors, Officers, Management of the Closely Held Corporation; Corporate Governance and the Publicly Held Corporation; SEC Disclosure Requirements and Proxy Regulation; Contests for Control Duties of Directors. Officers, and Shareholders; Duties Relating to Disclosure and Transactions in Shares; Indemnification and Liability Insurance; Private Securities Litigation Reform Act of 1995; Shareholder Derivative Litigation; Books and Records; Organic Changes; Foreign Corporations.
