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CHAPTER 1
Lawyer-Client Relations in the Business
Law Context
Initial Client Contact; Identifying the Client; Accepting and
Declining Representation; Scope of Services; Fees; Retention Agreements;
Avoiding Conflicts; Other Ethical Issues; Good Lawyering
- J. Patrick Plunkett & Judith M. Rush
CHAPTER 2
Choice of Entity
Types of Entities; Sole Proprietorships; General Partnerships; Other
Partnership Formats; Corporations; Limited Liability Companies; Business
Trusts; Entity Classification for Tax Purposes; Critical Factors in
Choosing Entity; Tax Considerations
- Aaron J. Crandall
CHAPTER 3
Business Formation Process and Documents
General Overview; Incorporation/Organization Checklist; State of Incorporation;
Formation and Formation Documents; Additional Formation Documents; Governance Documents;
Chapter 3 Appendices
- Kimberly A. Lowe & Jessica D. Sherman
CHAPTER 4
Initial Capitalization and
Financing/Employee Ownership
Capitalization; Control Issues;
Minority Owner Rights; Founder Financing; Commercial Bank Financing;
Employee Equity Incentive Compensation
- E. Patrick Shriver
CHAPTER 5
Executive Compensation
Introduction; Establishing the Terms of Employment;
Providing for Retirement: Deferred Compensation; Tax Considerations For Deferred Compensation
and other Executive Benefit Arrangements; Unfunded Status of Nonqualified Deferred Compensation
Plans; Special Issues for Tax-Exempt and Governmental Employers; Special Issues for Public
Companies; Special Considerations for Partnerships and LLCs
- Richard A. Hackett & Virginia S. Schubert
CHAPTER 6
Corporate Governance/Board of Directors
Amending Articles and Bylaws;
Actions Without Meetings; Cumulative Voting for Directors; Liability for
Directors and Limiting Liability; Preemptive Rights; Voting Rights;
Classes of Stock; Conflicts of Interest; Fiduciary Duty; Right to
Inspect Records; Indemnification; use of Advisory Boards; Dividends and
Stock Splits
- Mark D. Williamson & Maxwell J. Bremer
CHAPTER 7
Equity Holder Agreements
Overview; Buy-Sell Provisions; Buy-Sell Agreements’
Role In Shareholder Litigation
- Kathy S. Kimmel & Phillip B. Martin
CHAPTER 8
Private Capital Formation
Introduction; Securities and Registration Concerns;
Federal Exemptions; Minnesota and Other State Exemptions; Integration; Anti-Fraud Considerations;
Disqualification Provisions; Restrictions on Resale of Securities; Seed Rounds: Initial Financing
Sources; Preparing for the Next Level of Financing; Other Pre-Institutional Rounds; Subsequent Rounds
in a Limited Liability Company; Venture Capital Investment
- Thomas G. Lovett IV & April M. Hamlin
CHAPTER 9
Limited Liability, Piercing the Corporate
Veil, Reverse Piercing and Successor Liability
Limited Liability; Exceptions to
Limited Liability; Piercing the Corporate Veil; Reverse Piercing;
Successor Liability
- Nancy J. Berry & Monica A. Kelley
CHAPTER 10
Sales and Mergers of Corporations and
Limited Liability Companies in Minnesota
Motives for Mergers and
Acquisitions; Professionals in the M&A Process; Confidentiality
Agreements; Letters of Intent; Due Diligence; Structuring the M&A
Transaction; Asset Purchase; Stock or Membership Interest Purchase;
Merger; Spin Out; Special Considerations in Minnesota Stock
Transactions; Types of Transaction Consideration; Basic Tax
Considerations; Ancillary Documents in M&A Transactions; Pre-Closing
Considerations and Closing
- Peter V. Michaud
CHAPTER 11
Dissolution, Liquidation, Receivership, and
Bankruptcy
Definitions and Context; Voluntary
Dissolution by Shareholders/Members; Statutory Dissolution and De Facto
Dissolution; Involuntary Dissolution; Corporate Receivership/Assignment
for the Benefit of Creditors; Bankruptcy Considerations
- Douglas W. Kassebaum |