O'Neal and Thompson's Oppression of Minority Shareholders and LLC Members PDF Download
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Author: Forest Hodge O'Neal
Publisher:
ISBN:
Category : Corporation law
Languages : en
Pages : 818
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Book Description
Author: Forest Hodge O'Neal
Publisher:
ISBN:
Category : Corporation law
Languages : en
Pages : 818
Get Book Here
Book Description
Author: Forest Hodge O'Neal
Publisher:
ISBN:
Category : Close corporations
Languages : en
Pages :
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Book Description
Author: Forest Hodge O'Neal
Publisher:
ISBN:
Category : Close corporations
Languages : en
Pages : 1174
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Book Description
![Representing Corporate Officers and Directors and LLC Managers [formerly Representing Corporate Officers, Directors, Managers, and Trustees], 3rd Edition PDF](https://books.google.com/books/content/images/frontcover/5lOEDwAAQBAJ?fife=w80-h100)
Author: Lane
Publisher: Wolters Kluwer
ISBN: 1543805299
Category : Corporate governance
Languages : en
Pages : 1588
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Book Description
Representing Corporate Officers and Directors and LLC Managers, Third Edition (formerly titled Representing Corporate Officers, Directors, Managers, and Trustees) is a guide to the practical aspects of corporate governance for attorneys, corporate officers and directors, LLC managers, and trustees. Following the repercussions of past corporate and accounting scandals, new legislation, rules, and standards by governmental bodies and society have greatly increased the focus on the responsibilities and liabilities of directors, officers, managers, and trustees. Increased SEC oversight, new NYSE and NASDAQ listing standards, new cybersecurity compliance guidance, new fiduciary and other duties, and new criminal penalties have all changed the landscape for those who control corporations. By logically laying out the steps to safe corporate governance, the analysis, cases, tables, and checklists guide the veteran and neophyte alike. Representing Corporate Officers and Directors and LLC Managers tells you what to look for...what to look out for...and what steps to take to protect your corporate clients in today's harsh regulatory environment. It's the only up-to-date work of its kind to offer both in-depth analysis and practical guidance on key aspects of this critically important area. This updated Third Edition thoroughly covers: Directors' duties of care and loyalty-- including the different standards which have been imposed on directors regarding the duty of care...the duty of loyalty...the business judgment rule... when directors are entitled to rely on the advice of others...improperly influencing audits under the Sarbanes-Oxley Act... improper distributions...and more. Conflicts of interest--with examples of conflict of interest transactions, and discussion of loans to or by directors and officers...secret profits...and the duty to safeguard confidential or inside information-- plus, how certain transactions considered improper can be ratified and thus become legitimate. Federal securities laws--including everything from overviews of the laws, the SEC, and securities themselves-- to jurisdiction, pleading, remedies, and defenses in securities cases... criminal penalties...and attorneys' responsibilities regarding liability under Sarbanes-Oxley. Indemnification and insurance-- with discussion of mandatory and permissive indemnification and the scope of indemnification in various states... when a director may be indemnified even if not wholly successful in defense of an action...directors' and officers' liability insurance...types and extent of insurance coverage...tax law treatment...and exclusions. Tender offers--including antitakeover measures, two-tier and squeeze-out mergers, and golden parachute agreements, poison pill plans, and greenmail...potential liability in tender offers...and implementing mergers and acquisitions, with securities law, antitrust, tax, accounting, and labor law considerations.
Author: Alan K Koh
Publisher: Cambridge University Press
ISBN: 110875161X
Category : Law
Languages : en
Pages : 427
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Book Description
Close corporations, which are legal forms popular with small and medium enterprises, are crucial to every major economy's private sector. However, unlike their 'public' corporation counterparts, close corporation minority shareholders have limited exit options, and are structurally vulnerable in conflicts with majority or controlling shareholders. 'Withdrawal remedies'-legal mechanisms enabling aggrieved shareholders to exit companies with monetary claims-are potent minority shareholder protection mechanisms. This book critically examines the theory and operation of withdrawal remedies in four jurisdictions: the United States, the United Kingdom, Germany, and Japan. Developing and applying a theoretical and comparative framework to the analysis of these jurisdictions' withdrawal remedies, this book proposes a model withdrawal remedy that is potentially applicable to any jurisdiction. With its international, functional, and comparative analysis of withdrawal remedies, it challenges preconceptions about shareholder remedies and offers a methodology for comparative corporate law in both scholarship and practice.
Author: Douglas K. Moll
Publisher:
ISBN: 9781663351272
Category :
Languages : en
Pages : 0
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Book Description
Author: John C. Coffee
Publisher: Aspen Publishing
ISBN: 1543847277
Category : Law
Languages : en
Pages : 1429
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Book Description
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.
Author: Umakanth Varottil
Publisher: Cambridge University Press
ISBN: 1108170978
Category : Law
Languages : en
Pages : 545
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Book Description
While Western economies generally display dispersed shareholding in listed companies, Asian economies commonly have concentrated shareholding also in publicly listed companies. The principal analysis in Comparative Takeover Regulation relates to the role of takeover regulation in different economies. In the Asian context, the nature of takeover regulation may necessitate a different approach, with greater emphasis on the mandatory bids and disclosure of substantial shareholding. The likelihood of hostile takeovers will be minimal. It is these differences among various jurisdictions that strike at the heart of Varottil and Wan's new work. Ideal for educational institutions that teach corporate law, corporate governance, and mergers and acquisitions, as well as for law firms, corporate counsel and other practitioners, Comparative Takeover Regulation provides students and scholars with brand new analysis of this increasingly important field of study.
Author: John M. Cunningham
Publisher: Wolters Kluwer
ISBN: 1454822341
Category : Law
Languages : en
Pages : 2926
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Book Description
Aspen Publishers' new Third Edition of Drafting Limited Liability Company Operating Agreements provides crystal-clear analysis and hands-on guidance from John M. Cunningham, one of the acknowledged leaders in the field. You'll find virtually everything you need to negotiate, draft, and fine-tune LLC operating agreements for all basic types of LLCs--member-managed, manager-managed, single-member, and multi-member--in any U.S. jurisdiction! Drafting Limited Liability Company Operating Agreements, Third Edition identifies the 10 main stages of the LLC formation process and gives you detailed, practice-oriented comments on each. In addition, you'll find valuable "red flags" spotlighting common pitfalls and risks; the text of key federal tax materials, including the "Check-the-Box Regulations" and the IRS's guidelines on the application of the Self-Employment Tax to LLC members; and the current text of the Delaware Limited Liability Company Act . Drafting Limited Liability Company Operating Agreements, Third Edition ensures that you're prepared to handle all legal and tax aspects of the LLC formation process including fiduciary issues and other critical business organization law issues facing the managers of multi-member LLCs ; multi-member LLC partnership tax issues; the unique legal and tax issues confronting owners of single-member LLCs; hidden issues in drafting articles of organization; and the complex issues of legal ethics when representing two or more clients in forming multi-member LLCs. To assist in your analysis, you'll find a comprehensive survey of the rapidly expanding body of federal and state LLC case law-- complete with clear summaries of the cases and indexes by both state and subject matter. Newly updated and expanded, Drafting Limited Liability Company Operating Agreements, Third Edition now offers a timely overview of the more than 1,100 significant LLC cases reported to date, and spotlights those specific cases with which every LLC practitioner should have detailed familiarity. Drafting Limited Liability Company Operating Agreements, Third Edition contains comprehensive, authoritative forms for all basic agreements and contract clauses likely to arise in LLC formations. These forms are designed for use in all 50 states and are accompanied by line-by-line instructions telling you exactly how and when to use them.
Author: Charles R.T. O'Kelley
Publisher: Aspen Publishing
ISBN: 1543825931
Category : Law
Languages : en
Pages : 1454
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Book Description
Sophisticated yet accessible, Corporations and Other Business Associations: Cases and Materials balances economic and legal theory with a flexible organization, popular case selection, and engaging problems. Current users will recognize a familiar format with creative updates. New users will recognize a casebook easily adaptable for use in a typical Corporations or Business Associations course, ranging in length from three to five credit hours, and providing ample material from which an instructor may choose how much emphasis to give to particular topics. New to the Ninth Edition: O’Kelley and Thompson are excited to welcome Dorothy Lund as a co-author. Chapter 3 now ends with a set of four very teachable shareholder governance cases capturing the current state of play in public corporations. Chapter 4 blends new presentation of corporate purpose with revised discussion of benefit corporations, has emphasis on Directors’ monitoring responsibilities, and includes the Delaware Supreme Court opinions in Marchand v. Barnhill and the Walt Disney Shareholder Litigation (newly edited in response to user interest). Chapter 4 also incorporates developments in derivative litigation popularly referred to as “thedeath ofAronson.” Chapter 6 continues its leading and innovative treatment of LLCs, adding two new cases – Obeid v. Hogan and Manere v. Collins. Chapter 8 includes the seminal appraisal case – DFC Global Corporation v. Muirfield Value Partners, L.P. – and notes regarding important subsequent cases. Chapters 9, 10, and 11 contain newly edited versions of several classic cases, and expanded coverage of user favorites, including Time v. Paramount, Moran v. Household Finance, and the Blasius case. Professors and students will benefit from: Balance of theory, cases, and problems in which law and economic theory enriches without dominating the focus of the book Carefully edited and selected cases— both classic and contemporary cases Excellent and ample problems explore practical applications of theory in the business world Flexible organization easily adapts to different teaching approaches Strongest book on LLCs/LLPs and other business associations
