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The Florida Bar: Florida Corporate Practice
Author:
The Florida Bar
(Author)
The Twelfth Edition of Florida Corporate Practice highlights the continued advantages of the corporate structure while providing updated, practical guidance for attorneys. It includes expanded coverage of corporate transactions (such as mergers and asset sales), due diligence tools, and recent case law on directors’ duties and corporate governance. The treatise also addresses indemnification, insurance (including D&O and representations and warranties coverage), contract negotiation strategies, and protections for shareholders, making it a comprehensive resource for both new and experienced practitioners.
Publisher: The Florida Bar Legal Publications
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Despite the modern proliferation of other business formats, the corporation model still has major advantages, and the Twelfth Edition of Florida Corporate Practice brings those advantages to the attention of both seasoned practitioners and new attorneys.
This edition features:
• Expanded discussion of mergers, share exchanges, and sales of assets, including tax ramifications and the advantages and disadvantages of each type of transaction.
• Due diligence checklist for mergers, share acquisitions, and sales of assets
• New case law on a Director’s duty of loyalty.
• New case law on the Corporate Opportunity doctrine.
• Explanation of advancements for legal fees of Directors and Officers.
• Discussion of D & O (Directors and Officers liability) Insurance policies.
• The effect of amending the Corporations Articles of Incorporation and Bylaws
• Amendments to articles of incorporation that can become effective with a vote of the board of directors.
• Discussion of the benefits of “ROW” (representation and warranties) insurance coverage
• Expanded discussion of indemnification and post-closing escrows, from the points of view of both buyers and sellers
• Provides strategies to protect a corporate client when negotiating the terms of a contract.
• Protection from amendments to the articles of incorporation or bylaws that operate to a shareholder’s detriment.
Visit our Business Law website for a complete list of The Bar's Business Law related titles.
Visit The Florida Bar Legal Publications website for a complete list of The Bar's titles.
The previous edition's ISBN is 9781663383891.
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