Synopses & Reviews
The Law of Corporations and Other Business Organizations, fourth edition is the latest edition of this practical and informative text. Created with the paralegal student in mind, the main focus of the text is on corporations with other types of business organization also addressed. These include sole proprietorship, general and limited partnerships, limited liability partnerships, and limited liability companies. The law of corporations and business organizations is based largely on state law, so the discussions are geared toward the Uniform and Model laws used by most state legislatures. Each chapter includes a multitude of features to help the student retain the information and learn how to apply it in a professional situation. Those features include sample documents and paragraphs, cases, charts, tables, graphs, and resources. Each chapter also has a special section called "The Paralegal's Role" that profiles a corporate paralegal, giving insight into the professional responsibilities and tasks, and ending with words of advice. "Ethical Considerations" are featured throughout the text and include discussions specific to the paralegal, covering client confidentiality, conflicts of interest, and insider trading. The chapters conclude with summary questions, practical problems, and workplace scenarios that allow the students to further explore what they have learned and test their knowledge. With many important updates added to this fourth edition, this text is the definitive resource for the paralegal student learning about the law of corporations and other business organizations.
Review
Our students seem to prefer the Schneeman book because it is is more comprehensive; I prefer it because it includes the uniform acts in the appendices...The author writes very well, which is a must for me...The internet/technology material shines. I was quite impressed with the information provided. - Andover College
Review
Schneeman provides enough examples to illustrate the concepts through case law as well as scenarios.
Review
I would adopt this text. I think it fits a need by focusing on what paralegals need to know. I am excited to see this text and check the price for adoption into my new program.
Review
The special features are wonderful. The Workplace Scenarios and Paralegals Role sections place this text far above any other I have read...The author should be congratulated on a truly outstanding text. - New Mexico State University - Alamogordo
Review
"The exemplars in the body of the text are an excellent tool for the visual learner to immediately grasp the application of the concepts." - Dr. Sean D. K. Scott, J.D., St. Petersburg College
Review
Schneeman's text has a good variety of features, including special tips for paralegals...I thought the examples were very good.
Synopsis
Law of Corporations and Other Business Organizations, 5th Edition is an in-depth introduction to the law of business organizations for paralegals. Corporations as well as several alternative forms of business organizations are featured. Special attention is given to the Model Business Corporation Act 2007, published in February 2008. Discussions concerning partnerships and the limited liability entities focus on the Uniform Partnership Acts, Uniform Limited Partnership Acts, and Uniform Limited Liability Company Acts. Interesting cases are included for discussion purposes wherever possible, and Sidebars cover interesting facts and statistics.
Synopsis
Law of Corporations and Other Business Organizations, 5th Edition is an in-depth introduction to the law of business organizations for paralegals. Corporations as well as several alternative forms of business organizations are featured. Special attention is given to the Model Business Corporation Act 2007, published in February 2008. Discussions concerning partnerships and the limited liability entities focus on the Uniform Partnership Acts, Uniform Limited Partnership Acts, and Uniform Limited Liability Company Acts. Interesting cases are included for discussion purposes wherever possible, and Sidebars cover interesting facts and statistics.
About the Author
Angela Schneeman is a Research and Billing Specialist for High Point, responsible for coordinating the client billing process and providing research and proofreading support to the High Point team. Prior to joining High Point Creative, Angela worked as a paralegal, author, and billing specialist. She has managed law firm billing and worked for more than 15 years as a paralegal. Angela has authored six textbooks on Paralegal Studies. She received a B.S. in Business/Legal Studies and a Legal Assistant Certificate both from the University of Minnesota.
Table of Contents
'Preface About the Author Table of Cases CHAPTER 1 Introduction to Agency and Business Organizations INTRODUCTION 1.1 AGENCY CONCEPTS AND DEFINITIONS Agent General Agent Special Agent Principal Master and Servant Independent Contractor Power of Attorney 1.2 AGENCY CREATION Elements of an Agency Relationship Consent of the Parties Capacity of the Parties to Act No Written Agreement Required No Exchange of Consideration Required Proper Purpose Creating the Agency Relationship Express Agreement Implied Agreement Conduct of the Principal/Agent Ratification Estoppel 1.3 AGENCY RELATIONSHIP Agent Authority Actual Authority Apparent Authority Inherent Agency Authority Agent\'s Duties to the Principal Duty to Perform Reasonable Care Fiduciary Duty Remedies Available to Principal Principal\'s Duties to the Agent Duty to Compensate Duty to Cooperate Duty of Care Indemnification 1.4 PRINCIPAL\'S LIABILITY TO THIRD PARTIES Principal\'s Liability under Contracts Liability of the Principal for Torts of the Agent Respondeat Superior Acts Intended by the Principal Negligence or Recklessness by the Principal 1.5 AGENT\'S LIABILITY TO THIRD PARTIES Agent\'s Liability to Third Parties under Contracts Agent\'s Liability for Torts and Crimes 1.6 AGENCY TERMINATION Expiration of Agency Term Fulfillment of Agency Purpose Death or Incapacity of Principal or Agent Change in Circumstances—Impossibility of Performance Act or Agreement of the Parties Renunciation by Agent Revocation of Authority by Principal Termination of Apparent Authority 1.7 AGENCY AND BUSINESS ORGANIZATIONS Business Organizations as Entities Sole Proprietorships General Partnerships and Limited Liability Partnerships Limited Partnerships and Limited Liability Limited Partnerships Limited Liability Companies Corporations 1.8 THE PARALEGAL\'S ROLE 1.9 RESOURCES Agency Treatises Online Resources on Agency Law Online Companion SUMMARY CHAPTER 2 Sole Proprietorships INTRODUCTION 2.1 SOLE PROPRIETORSHIP DEFINED 2.2 SOLE PROPRIETORSHIPS IN THE UNITED STATES 2.3 ADVANTAGES OF DOING BUSINESS AS A SOLE PROPRIETOR Full Management Authority Minimal Formalities and Regulatory and Reporting Requirements Low Cost of Organization Income Tax Benefits Ease of Discontinuing Business 2.4 DISADVANTAGES OF DOING BUSINESS AS A SOLE PROPRIETOR Unlimited Liability Lack of Business Continuity No Diversity in Management Limited Ability to Attract Highly Qualified Employees Difficulty in Transferring Proprietary Interest Limited Ability to Raise Capital 2.5 OPERATION OF THE SOLE PROPRIETORSHIP Using an Assumed Name, Trade Name, or Fictitious Name Hiring Employees and Using Tax Identification Numbers Sales Tax Permits Licensing Registering Intellectual Property 2.6 THE PARALEGAL\'S ROLE 2.7 RESOURCES United States Small Business Administration State and Local Government Offices State Statutes Secretaries of State and State Tax Information Internal Revenue Service U.S. Patent and Trademark Office Additional Online Information and Advice for Sole Proprietors and Small Business Owners Online Companion SUMMARY CHAPTER 3 General Partnerships INTRODUCTION 3.1 AN INTRODUCTION TO GENERAL PARTNERSHIPS Partnership Defined Partnerships in the United States Law Governing Partnerships The Partnership as a Separate Entity 3.2 THE RELATIONSHIP BETWEEN PARTNERS AND OTHERS Partners as Agents Acts Requiring Unanimous Consent of the Partners Statement of Partnership Authority Statement of Denial Liability of Partners 3.3 THE RELATIONSHIP AMONG PARTNERS AND BETWEEN PARTNERS AND THE PARTNERSHIP Partners\' Rights in Partnership Assets Partnership Property Partners\' Rights in Dealing with Each Other Partners\' Rights to a Separate Account Partners\' Rights to an Equal Share of Partnership Profits Partners\' Rights to Reimbursement Partners\' Rights to Participate in Management Partners\' Rights to Access to Books and Records Partners\' Rights to Wind Up Partnership Business Partners\' Duties in Dealing with Each Other Partners\' Duties to Contribute to Partnership Losses Partners\' Duties to Work Without Remuneration Partners\' Duties to Submit to a Vote of the Majority Partners\' Duties to Render Information Partners\' Fiduciary Duties to Partnership and Other Partners 3.4 ADVANTAGES OF DOING BUSINESS AS A GENERAL PARTNERSHIP Participation and Flexibility in Management Minimal Formalities and Regulatory and Reporting Requirements Low Cost of Organization Income Tax Benefits Diversified Capital Resources 3.5 DISADVANTAGES OF DOING BUSINESS AS A GENERAL PARTNERSHIP Unlimited Liability Loosely Structured Management Lack of Business Continuity Difficulty in Transferring Partnership Interest Limited Ability to Raise Capital Legal and Organizational Expenses Tax Disadvantages 3.6 ORGANIZATION AND MANAGEMENT OF A GENERAL PARTNERSHIP Management and Control Oral Partnership Agreements Partnership Agreements Names and Addresses of Partners Name of Partnership Purpose of Partnership Address of Principal Place of Doing Business Term of Partnership Agreement Contribution of Partners Additional Contribution Requirements Assets of Partnership Goodwill Evaluation to Be Considered on Distribution of Assets Liability Distribution of Profits and Losses Indemnity Provisions Duties of Partners Powers of Partners and Limitations Thereon Compensation and Benefits for Partners Management and Control of Business Partnership Accounting and Financial Management Changes in Partners Death of Partner Sale or Purchase of Partnership Interest Arbitration of Differences Termination of Partnership Dissolution and Winding Up Date of Agreement and Signature of Partners 3.7 FINANCIAL STRUCTURE OF A GENERAL PARTNERSHIP Partnership Capital Capital Contributions Partner Loans and Advances Partners\' Right to Accounting Partnership Records Profits and Losses 3.8 DISSOLUTION, DISSOCIATION, WINDING UP, AND TERMINATION OF THE GENERAL PARTNERSHIP Dissociation, Dissolution, and Winding Up Events Causing Partner\'s Dissociation Wrongful Dissociation Effect of Partner\'s Dissociation Effect of Partner\'s Dissociation When Partnership Continues Statement of Dissociation Events Causing Dissolution and Winding Up of Partnership Business Dissolution Agreement Notice to Third Parties Winding Up Distribution of Assets 3.9 OTHER TYPES OF PARTNERSHIPS Limited Partnerships Limited Liability Partnerships Joint Ventures 3.10 THE PARALEGAL\'S ROLE 3.11 RESOURCES State Statutes Uniform Partnership Act and Revised Uniform Partnership Act Legal Form Books and Partnership Forms Secretary of State Offices Federal and State Tax Information Online Companion SUMMARY CHAPTER 4 Limited Partnerships INTRODUCTION 4.1 AN INTRODUCTION TO LIMITED PARTNERSHIPS Limited Partnership Defined Limited Liability Limited Partnerships Limited Partnerships in the United States Law Governing Limited Partnerships The Limited Partnership as a Separate Entity 4.2 PARTNERS\' RIGHTS AND RESPONSIBILITIES General Partners\' Rights and Responsibilities Limited Partners\' Rights and Responsibilities The Relationship Between General Partners and Limited Partners 4.3 ADVANTAGES OF DOING BUSINESS AS A LIMITED PARTNERSHIP Limited Liability for Limited Partners Income Tax Benefits Transferability of Partnership Interest Business Continuity Diversified Capital Resources 4.4 DISADVANTAGES OF DOING BUSINESS AS A LIMITED PARTNERSHIP Unlimited Liability Prohibition on Control of Business Formalities and Regulatory and Reporting Requirements Legal and Organizational Expenses 4.5 ORGANIZATION AND MANAGEMENT OF A LIMITED PARTNERSHIP Management and Control Limited Partnership Certificate Amendment to Limited Partnership Certificate Records Required by Statute Limited Partnership Agreement Name of Limited Partnership Names and Addresses of Partners and Designation of Partnership Status Purpose of Partnership Principal Place of Business Duration of Limited Partnership Agreement Contributions of Both General and Limited Partners Assets of Limited Partnership Liability Distribution of Profits and Losses to General and Limited Partners Indemnity Duties of General Partners Duties of Limited Partners Limited Partners\' Rights of Substitution Compensation and Benefits for Partners Management and Control of Business by General Partners Limited Partnership Business Policies Accounting Practices and Procedures Changes in General or Limited Partners by Withdrawal, Expulsion, Retirement, or Death Sale or Purchase of Limited Partnership Interest Termination of Limited Partnership Dissolution and Winding Up Date of Agreement and Signatures 4.6 CHANGES IN THE LIMITED PARTNERSHIP Admission of New General Partners Admission of New Limited Partners Withdrawal of General Partners Withdrawal of Limited Partners 4.7 FINANCIAL STRUCTURE OF A LIMITED PARTNERSHIP Partnership Capital Contributions Limited Partnership Profits and Losses Limited Partnership Distributions Income Tax Reporting 4.8 DISSOLUTION, WINDING UP, AND TERMINATION OF THE LIMITED PARTNERSHIP Dissolution versus Winding Up Causes of Dissolution Cancellation of Certificate of Limited Partnership Winding Up Settlement and Distribution of Assets 4.9 DERIVATIVE ACTIONS 4.10 FAMILY LIMITED PARTNERSHIPS 4.11 THE PARALEGAL\'S ROLE 4.12 RESOURCES State Statutes Uniform Limited Partnership Act, Revised Uniform Limited Partnership Act and Uniform Limited Partnership Act (2001) Partnership Forms Secretaries of State State and Federal Tax Offices Online Companion SUMMARY CHAPTER Limited Liability Partnerships and Limited Liability Limited Partnerships INTRODUCTION 5.1 INTRODUCTION TO LIMITED LIABILITY PARTNERSHIPS Law Governing Limited Liability Partnerships 5.2 LIMITATIONS ON PERSONAL LIABILITY Partial Shield Statutes Full Shield Statutes Insurance/Segregated Funds Requirements 5.3 FORMATION AND OPERATION OF THE LIMITED LIABILITY PARTNERSHIP Voting Statement of Qualification Name Chief Executive Office Address Designated Agent for Service of Process Statement Regarding Limited Liability Status Effective Date of the Election Annual Reporting Requirements Limited Liability Partnership Agreement Foreign Limited Liability Partnerships Dissolving the Limited Liability Partnership 5.4 ADVANTAGES AND DISADVANTAGES OF DOING BUSINESS AS A LIMITED LIABILITY PARTNERSHIP Advantages Limited Liability Disadvantages Organization and Management Formalities Uncertainties Regarding Entity 5.5 INTRODUCTION TO LIMITED LIABILITY LIMITED PARTNERSHIPS Law Governing Limited Liability Limited Partnerships Limited Liability Limited Partnerships in the United States 5.6 GENERAL PARTNER LIABILITY 5.7 LIMITED PARTNER LIABILITY 5.8 FORMATION AND OPERATION OF THE LIMITED LIABILITY LIMITED PARTNERSHIP LLLP Election and Formation Voting Annual Reporting Requirements Limited Liability Limited Partnership Agreement Foreign Limited Liability Limited Partnerships Dissolving the Limited Liability Limited Partnership 5.9 ADVANTAGES AND DISADVANTAGES OF DOING BUSINESS AS A LIMITED LIABILITY LIMITED PARTNERSHIP 5.10 THE PARALEGAL\'S ROLE 5.11 RESOURCES State Statutes Uniform Partnership Acts Secretary of State Offices Income Tax Information for LLPs and LLLPs Continuing Education Online Companion SUMMARY CHAPTER 6 Limited Liability Companies 6.1 AN INTRODUCTION TO LIMITED LIABILITY COMPANIES Limited Liability Company Defined Limited Liability Company Characteristics Limited Liability Management Continuity of Life Transferability of Interest Ownership Formalities of Organization Taxation 6.2 LIMITED LIABILITY COMPANIES IN THE UNITED STATES Professional Limited Liability Companies 6.3 LAW GOVERNING LIMITED LIABILITY COMPANIES State Law and the Uniform Limited Liability Company Act Securities Laws 6.4 ADVANTAGES OF DOING BUSINESS AS A LIMITED LIABILITY COMPANY Limited Liability for All Owners Unrestrictive Ownership Ability to Raise Capital for the Business Beneficial Tax Treatment Flexibility of Management 6.5 DISADVANTAGES OF DOING BUSINESS AS A LIMITED LIABILITY COMPANY Limited Transferability of Ownership Possibility of Piercing the Limited Liability Company Veil Lack of Uniformity in State Laws Limited Liability Company Formalities and Reporting Requirements 6.6 LIMITED LIABILITY COMPANY RIGHTS AND POWERS 6.7 MEMBERS\' RIGHTS AND RESPONSIBILITIES Members Rights Members as Agents 6.8 ORGANIZATION AND MANAGEMENT OF A LIMITED LIABILITY COMPANY Organizers of the Limited Liability Company Articles of Organization Name of the Limited Liability Company Address of the Limited Liability Company\'s Initial Office Registered Agent for Service of Process Names and Addresses of the Organizers of the Limited Liability Company Duration of the Limited Liability Company Names and Addresses of the Managers of the Limited Liability Company Information Concerning Personal Liability of the Limited Liability Company\'s Members Statutory Requirements Management and Control of the Limited Liability Company Member-Managed Limited Liability Companies Manager-Managed Limited Liability Companies Matters Requiring Consent of All Members The Operating Agreement Annual Reporting Requirements 6.9 FINANCIAL STRUCTURE OF A LIMITED LIABILITY COMPANY Member Contributions Member Reimbursement Distributions to Members 6.10 LIMITED LIABILITY COMPANY LAWSUITS Derivative Suits Actions by Members 6.11 DISSOLUTION OF THE LIMITED LIABILITY COMPANY Member\'s Dissociation Wrongful Dissociation Effect of Dissociation of a Member Purchase of the Dissociated Member\'s Interest Dissolution of the Limited Liability Company Winding Up the Limited Liability Company Distribution of Assets Articles of Termination 6.12 TRANSACTING BUSINESS AS A FOREIGN LIMITED LIABILITY COMPANY Transacting Business as a Foreign Limited Liability Company Application for a Certificate of Authority Name Registration 6.13 THE PARALEGAL\'S ROLE Drafting Limited Liability Documentation Limited Liability Company Research 6.14 RESOURCES State Statutes Uniform Limited Liability Company Act Secretary of State Offices Tax Information LLC Forms Online Limited Liability Company Information Online Companion SUMMARY CHAPTER 7 Corporations INTRODUCTION 7.1 AN INTRODUCTION TO CORPORATIONS Corporation Defined The Corporation as a Separate Legal Entity Law Governing Corporations State Statutes Common Law and Case Law Federal Statutes 7.2 CORPORATIONS IN THE UNITED STATES 7.3 CORPORATE RIGHTS AND POWERS 7.4 ADVANTAGES OF DOING BUSINESS AS A CORPORATION Limited Liability Business Continuity Ability to Raise Capital Centralized Management Transferability of Ownership Employee Benefit Plans Choice of Tax Year 7.5 DISADVANTAGES OF DOING BUSINESS AS A CORPORATION Corporate Formalities and Reporting Requirements Taxation Double Taxation Other Taxes on Corporations 7.6 PIERCING THE CORPORATE VEIL 7.7 TYPES AND CLASSIFICATIONS OF CORPORATIONS Business Corporations Professional Corporations Nonprofit Corporations S Corporations Statutory Close Corporations Parents and Subsidiaries 7.8 THE PARALEGAL\'S ROLE Opportunities For Corporate Paralegals 7.9 RESOURCES State and Federal Statutes Secretary of State Offices Information on Specific Corporations Online Companion SUMMARY CHAPTER 8 Incorporations INTRODUCTION 8.1 PREINCORPORATION MATTERS Deciding on the Corporate Structure Choosing a Domicile Incorporating in Delaware Promoters Preincorporation Agreements Stock Subscriptions Gathering Client Information to Incorporate 8.2 INCORPORATORS 8.3 CORPORATE NAME Specific Words Requirement Name Availability Nondeceptive Name Name Reservation 8.4 ARTICLES OF INCORPORATION Mandatory Provisions Name Authorized Stock Registered Office and Registered Agent Name and Address of Incorporators Optional Provisions Initial Board of Directors Purpose Management of Corporation Powers of Corporation Par Value of Shares of Stock and Classes of Stock Imposition of Personal Shareholder Liability Provisions That May Be Required or Permitted in Bylaws Limitation on Board of Director Liability Indemnification of Directors Statutory Provisions That May Be Amended Only in the Articles of Incorporation Execution Filing Publication County Filing Effective Time and Date 8.5 ORGANIZATIONAL MEETINGS Organizational Meeting Requirements Purpose of Organizational Meeting Incorporators\' Resolutions Election of Board of Directors Adoption of Bylaws Board of Directors\' Resolutions Approval and Acceptance of Articles of Incorporation Ratification of Acts of Incorporator(s) Acceptance of Stock Subscriptions Election of Officers Adoption of Bylaws Approval of Accounting Methods Authorization of Appropriate Securities Filings Approval of Form of Stock Certificate Adoption of Corporate Seal Banking Resolutions Approval of S Corporation Election Adoption of Employee Benefit Plans Shareholder Resolutions Election of Directors Approval of S Corporation Election Approval of Bylaws Unanimous Writings versus Minutes 8.6 BYLAWS Office of the Corporation Shareholder Meetings Number and Term of Directors Meetings of the Board of Directors Removal and Resignation of Directors Director Compensation Director Liability Officers Stock Certificates Dividends Fiscal Year Corporate Seal Corporate Records Amendment of Bylaws Signatures on Bylaws 8.7 FORMATION OF SPECIAL TYPES OF CORPORATIONS Statutory Close Corporations Professional Corporations Nonprofit Corporations S Corporations 8.8 THE PARALEGAL\'S ROLE Initial Client Meeting Reserve Corporate Name Prepare Articles of Incorporation and Other Incorporation Documents Filing Articles of Incorporation 8.9 RESOURCES State Statutes Secretary of State Offices Incorporation Services State Incorporation Requirements Online Companion SUMMARY CHAPTER 9 The Corporate Organization INTRODUCTION 9.1 AUTHORITY AND DUTIES OF DIRECTORS Directors\' Authority Delegation of Authority to Officers Delegation of Authority Limitations on Directors\' Authority Directors\' Duties Duty of Care Duty of Loyalty Duty of Good Faith Reliance upon Information from Others 9.2 PERSONAL LIABILITY OF DIRECTORS Business Judgment Rule Imposition of Personal Liability on Directors Breach of Fiduciary Duty, Duty of Due Care, or Duty of Loyalty Unauthorized Acts Negligence Fraud or Other Illegal Acts Statutory Imposition of Personal Liability 9.3 COMPENSATION AND INDEMNIFICATION OF DIRECTORS Director Compensation Indemnification Mandatory Indemnification Optional Indemnification Prohibited Indemnification 9.4 ELECTION AND TERM OF DIRECTORS Election of Directors Number and Qualifications of Directors Term of Directors Resignation Removal of Directors Filling Vacancies on the Board 9.5 BOARD OF DIRECTORS MEETINGS AND RESOLUTIONS Board of Directors Meetings Annual Meetings of the Board of Directors Notice of Meetings Quorum Minutes Board Actions Without Meeting Written Consents Telephonic Meetings Corporate Minute Books 9.6 CORPORATE OFFICERS Titles and Duties of Officers Chief Executive Officer President Chairman of the Board Vice President Chief Financial Officer Treasurer Secretary Assistant Secretary Personal Liability of Officers Election and Term of Office 9.7 WHITE COLLAR CRIME AND CORPORATE COMPLIANCE PROGRAMS 9.8 SHAREHOLDERS\' RIGHTS AND RESPONSIBILITIES Shareholders\' Preemptive Rights Shareholders\' Right to Inspect Corporate Records Personal Liability of Shareholders 9.9 SHAREHOLDER MEETINGS Requirements for Annual Meetings Requirements for Special Meetings Location Notice Waiver of Notice Proxies Quorum Voting at Shareholder Meetings Voting Trusts Voting Agreements Election of Directors Straight Voting versus Cumulative Voting Other Acts Requiring Shareholder Approval Minutes of Shareholder Meetings Unanimous Consents of Shareholders 9.10 RESTRICTIONS ON TRANSFER OF SHARES OF CORPORATE STOCK Shareholder Agreements Restricting Stock Transfers Agreements Granting Option to Purchase Stock Agreements Mandating the Purchase of Stock Considerations in Drafting Shareholder Agreements Events Triggering Agreement Purchase Price Insurance Funding Other Restrictions on Share Transfers 9.11 SHAREHOLDER ACTIONS Direct Actions Representative Actions Derivative Actions 9.12 THE PARALEGAL\'S ROLE 9.13 RESOURCES State Statutes Continuing Legal Education Materials Corporate Resolution Forms Online Companion SUMMARY Chapter 10 The Corporate Financial Structure INTRODUCTION 10.1 CAPITALIZATION OF THE CORPORATION 10.2 EQUITY FINANCING Authorized and Issued Stock Statutory Requirements for Authorized Stock Common Stock Classes of Common Stock Voting Rights Liquidation Rights Preferred Stock Voting Rights Redemption Rights Conversion of Preferred Stock Priority Rights to Assets upon Dissolution Priority Rights to Dividends Series of Preferred Shares Factors in Deciding Whether to Issue Preferred Stock 10.3 PAR VALUE Trend Toward Eliminating Par Value Consideration for Par Value Stock Accounting for Par Value Stock 10.4 CONSIDERATION FOR SHARES OF STOCK 10.5 ISSUANCE OF STOCK Stock Certificates Lost or Destroyed Stock Certificates Fractional Shares and Scrip 10.6 REDEMPTION OF EQUITY SHARES 10.7 DIVIDENDS Availability of Funds for Dividends Types of Dividends Cash Stock Dividends Other Property Declaration of Dividends Dividend Preferences Cumulative Dividends Authority to Declare Dividends Right to Receive Dividends 10.8 STOCK SPLITS 10.9 DEBT FINANCING Authority for Debt Financing Bank Loans Commercial Paper Bonds Discounted Bonds Premium Bonds Conversion Rights Redemption 10.10 Secured Financing and the U.C.C. 10.10 EQUITY CAPITAL v. DEBT CAPITAL 10.11 THE PARALEGAL\'S ROLE 10.12 RESOURCES State Statutes Forms and Form Books Online Companion SUMMARY CHAPTER 11 Public Corporations and Securities Regulations INTRODUCTION 11.1 THE PUBLIC CORPORATION 11.2 SECURITIES AND SECURITIES MARKETS Definition of Securities Markets Exchanges New York Stock Exchange NASDAQ Over-the-Counter Markets 11.3 THE SECURITIES AND EXCHANGE COMMISSION 11.4 FEDERAL REGULATION OF SECURITIES OFFERINGS UNDER THE SECURITIES ACT OF 1933 Securities Registration Prospectus Requirements EDGAR 11.5 EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 Exempted Securities Exempted Transactions Exemptions for Limited Offerings and Offerings of Limited Dollar Amounts Regulation A Regulation D Private Placement Intrastate Offering Exemptions Transactions by Persons Other than Issuers, Underwriters, and Dealers 11.6 ANTIFRAUD PROVISIONS OF THE SECURITIES ACT Section 11 Section 12 Section 17 11.7 FEDERAL REGULATIONS IMPOSED ON PUBLIC CORPORATIONS UNDER THE SECURITIES EXCHANGE ACT OF 1934 Registration under the Exchange Act Periodic Reporting Requirements The 10-K Report The 10-Q Report Form 8-K Proxy Regulations Annual Report to Shareholders 11.8 ANTIFRAUD PROVISIONS UNDER THE EXCHANGE ACT Insider Trading Liability for Short-Swing Profits 11.9 THE SARBANES-OXLEY ACT OF 2002 Creation of the Public Company Accounting Oversight Board Officer Certifications and Internal Controls Audit Committee Requirements Ban on Loans to Officers and Directors Enhanced Criminal Penalties Effect of Sarbanes-Oxley 11.10 STATE SECURITIES REGULATION—BLUE SKY LAWS 11.11 STATE REGULATION OF STOCK OFFERINGS Registration by Filing Registration by Coordination Registration by Qualification Exemptions 11.12 STATE SECURITIES REGULATION—ANTIFRAUD PROVISIONS 11.13 THE PARALEGAL\'S ROLE Initial Public Offerings Periodic Reporting Requirements 11.14 RESOURCES Federal and State Law Other Securities Resources Online Companion SUMMARY Chapter 12 Mergers, Acquisitions, and Other Changes to the Corporate Structure INTRODUCTION 12.1 MERGERS AND ACQUISITIONS IN THE UNITED STATES 12.2 STATUTORY MERGERS AND SHARE EXCHANGES Mergers Mergers Between Subsidiaries and Parents Triangle Mergers Reverse Triangle Mergers Share Exchanges Consolidations State Laws Affecting Statutory Mergers and Share Exchanges Federal Laws Affecting Statutory Mergers and Share Exchanges 12.3 STATUTORY MERGER AND SHARE EXCHANGE PROCEDURES Negotiations and Letter of Intent Plan of Merger Director and Shareholder Approval of the Plan of Merger Dissenting Shareholders Articles of Merger Plan of Exchange Director and Shareholder Approval of the Plan of Exchange Dissenting Shareholders Articles of Share Exchange Due Diligence and Preclosing Matters Closing the Statutory Merger or Share Exchange Transaction Merger Closings Share Exchange Closings Postclosing Matters 12.4 ASSET AND STOCK ACQUISITIONS Asset Acquisitions Stock Acquisitions Hostile Takeovers De Facto Mergers State and Federal Laws Affecting Asset and Stock Acquisitions 12.5 ASSET AND STOCK ACQUISITION PROCEDURES Negotiations and Letter of Intent Asset Purchase Agreement Stock Purchase Agreement Due Diligence and Preclosing Matters Closing the Asset or Stock Acquisition Transaction Asset Acquisition Closing Stock Acquisition Closing Postclosing Matters 12.6 ENTITY CONVERSIONS Domestication Conversion 12.7 AMENDMENTS TO ARTICLES OF INCORPORATION Approval of the Articles of Amendment Amendments Not Requiring Shareholder Approval Amendments Requiring Shareholder Approval Right to Dissent Articles of Amendment Restated Articles of Incorporation 12.8 REORGANIZATIONS 12.9 THE PARALEGAL\'S ROLE Letter of Intent Agreement Federal Antitrust Law Compliance Supplementary Documents Review and Production of Documents Plan and Articles of Merger or Share Exchange Corporate Resolutions Stock and Asset Transfer Documents Assignments of Contracts Closing Post Closing 12.10 RESOURCES State Statutes Federal Antitrust Law Secretary of State Forms and Form Books Online Companion SUMMARY CHAPTER 13 Foreign Corporation Qualification INTRODUCTION 13.1 DETERMINING WHEN FOREIGN CORPORATION QUALIFICATION IS NECESSARY State Long-Arm Statutes and Jurisdiction over Foreign Corporations Statutory Requirements for Qualification of Foreign Corporations Consequences of Not Qualifying as a Foreign Corporation 13.2 RIGHTS, PRIVILEGES, AND RESPONSIBILITIES OF A FOREIGN CORPORATION 13.3 QUALIFICATION REQUIREMENTS Application for Certificate of Authority Foreign Name Requirements Mandatory Inclusions Name Availability Corporate Name Reservation Registered Agent and Registered Office 13.4 AMENDING THE CERTIFICATE OF AUTHORITY 13.5 MAINTAINING THE GOOD STANDING OF THE FOREIGN CORPORATION 13.6 WITHDRAWING FROM DOING BUSINESS AS A FOREIGN CORPORATION 13.7 REGISTRATION OF A CORPORATE NAME 13.8 THE PARALEGAL\'S ROLE 13.9 RESOURCES State Statutes Secretaries of State Corporation Service Companies Online Companion SUMMARY CHAPTER 14 Corporate Dissolution INTRODUCTION 14.1 VOLUNTARY DISSOLUTION Board of Director and Shareholder Approval of Dissolution Dissolution Prior to Commencement of Business Dissolution Subsequent to Commencement of Business Articles of Dissolution and Notice of Intent to Dissolve Winding Up and Liquidation Notice to Creditors Notice to Known Claimants Notice to Unknown Claimants Distributions to Shareholders Postdissolution Claims Tax Considerations Revocation of Dissolution 14.2 INVOLUNTARY DISSOLUTION Administrative Dissolution Judicial Dissolutions Judicial Proceedings by State Authority Judicial Proceedings by Shareholders Judicial Proceedings by Creditor Buyouts and Other Alternatives to Involuntary Dissolutions 14.3 CORPORATE DISSOLUTION AND BANKRUPTCIES 14.4 THE PARALEGAL\'S ROLE 14.5 RESOURCES State Statutes Legal Forms and Form Books Secretary of State Offices Corporation Service Companies Local and Federal Tax Offices Online Companion SUMMARY CHAPTER 15 Employee Benefit Plans and Employment Agreements INTRODUCTION 15.1 EXECUTIVE COMPENSATION 15.2 EMPLOYEE BENEFITS 15.3 QUALIFIED PLANS 15.4 QUALIFIED PENSION PLANS Contributions The Trust Benefits Vesting Top-Heavy Plans Distributions Defined Benefit Plans Annuity Plans Defined Contribution Plans Profit-Sharing Plans 401(k) Provisions and Plans Money Purchase Pension Plans Target Benefit Plan Stock Bonus Plans Employee Stock Ownership Plans Integrated Plans Self-Employed Plans Individual Retirement Accounts 15.5 NONQUALIFIED PENSION PLANS 15.6 EMPLOYEE WELFARE BENEFIT PLANS Welfare Benefits Section 125 Cafeteria Plans 15.7 EMPLOYMENT AGREEMENTS Special Considerations for the Employer Special Considerations for the Employee 15.8 DRAFTING THE EMPLOYMENT AGREEMENT Term of the Agreement Description of Duties Covenant Not to Compete Inventions and Patents Trade Secrets Compensation Employee Benefits Termination of Employment Arbitration of Disputes Vacations Assignability of Contract Amendment or Renewal of Agreement Date and Signatures 15.9 SAMPLE EMPLOYMENT AGREEMENT 15.10 THE PARALEGAL\'S ROLE Executive Compensation and Employee Benefits Employment Agreements 15.11 RESOURCES Federal Law Secondary Materials Internal Revenue Service Online Resources for Researching Employee Benefits Issues Online Resources for Employment Agreements Research and Forms Online Companion SUMMARY Appendix A Secretary of State Directory Appendix B Online Resources for the Corporate Paralegal Appendix C Ethics for Corporate Paralegals Appendix D Workplace Scenario Data Appendix E Uniform Partnership Act Appendix F Uniform Partnership Act (1997) Appendix G Uniform Limited Partnership Act (1976) with 1985 Amendments Appendix H Uniform Limited Partnership Act (2001) Appendix I Uniform Limited Liability Company Act Appendix J Excerpts from the Model Business Corporation Act Appendix K Forms Glossary Index\n
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