CORPORATIONS DESKBOOK - LINKEDLAW
LinkedLaw eDeskbook
ITEM #:  60098800   |   PUBLISHED:  NOVEMBER 9, 2017
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Corporations Deskbook, 1st Edition

Edited by April M. Hamlin & Kimberley A. Lowe 

The Corporations Deskbook is designed to serve as a primary reference aid for practicing attorneys. Each chapter includes practice tips, designed to provide specific insight for handling situations that commonly occur in practice, but for which statutory or case law provides no clear guidance. This Deskbook includes ethics tips embedded in the text of each chapter, to highlight the specific ethical considerations involved with the business practice. It also includes a quick-reference guide to formation, liability, taxation, status, compensation and more for sole proprietorships, partnerships, C corporations, and S corporations. It also explores when and why your company should consider borrowing from commercial lenders, executive compensation and mechanics of section 409A, Minnesota’s Victoria Elevator test for piercing the corporate veil, and special considerations in Minnesota stock transactions, including the corporate takeovers statute and the Business Combinations Act.

2017 UPDATE
The 2017 Update to the Corporations Deskbook includes the latest case law and statutory changes, including new partnership audit provisions, noncompete agreements for executives, securities law updates, and more! The update brings your manual fully up to date, saving valuable time otherwise lost to research and allowing you to spend more precious hours serving your clients. Order your copy today!

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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
– 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
– Alan M. Gilbert, William M. Mower & Susan Markey

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

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
– Ed Wegerson

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
– Don Willeke

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
– Hannah E. Bellanger

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
– James C. Brand

  • Decline Representation Form   (Chapter 1)
  • Representation Form   (Chapter 1)
  • Engagement Form   (Chapter 1)
  • Corporation Formation Checklist  (Chapter 3)
  • Form Articles of Incorporation  (Chapter 3)
  • Form of Bylaws   (Chapter 3)
  • First Meeting Minutes   (Chapter 3)
  • Subscription Agreement   (Chapter 4)
  • Statement of Preferences (Form A)  (Chapter 4)
  • Statement of Preferences (Form B)  (Chapter 4)
  • Asset Purchase Agreement   (Chapter 10)
  • Articles of Merger   (Chapter 10)
  • Stock Purchase Agreement   (Chapter 10)

HARD COPY:  $179
LINKEDLAW:  $125 for 1-year subscription

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