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Business Planning

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2009 Edition
ISBN: 9780327178132
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To purchase a printed version of this title, please visit www.caplaw.com.

View or download the free 2013 Online Supplement for this product.This new casebook takes both an analytical and practical approach to the formation, operation, and dissolution of business enterprises. Business Planning examines doctrinal, statutory, and regulatory foundations that attorneys rely on to draft documents, advise clients, and make strategic decisions regarding the formation, operation, and dissolution of business entities.

One chapter of these materials focuses on the necessity of finding an exception from the securities registration requirements of the Securities Act of 1933. Under the Securities Act, the offer or sale of “securities” must be registered unless an exemption can be found. Registration is a time-consuming and expensive process that is intended primarily for companies whose securities will be publicly traded. Most non-public business entities are formed without registration by fulfilling the requirements for an exemption from registration. An important part of the formation of every business entity is making sure that an appropriate exemption from registration can be found for the company’s investment interests or, in the alternative, that the entity has complied with registration requirements for those investment interests, if required. These materials concentrate on the formation of business entities that will not be registering their securities with the SEC. In this regard, the focus of this book is on the formation, operation, and dissolution of non-publicly traded business entities that can satisfy the requirements for exemption from registration. The readings, explanatory text, and exercises on securities registration are oriented so that they can be understood by students who have not already taken a securities regulation course.

Similarly, taxation issues play a major role in connection with the formation, operation, sale, and dissolution of all business entities. The authors have organized the materials to provide all upper level law students with the background they need to understand the primary tax considerations and concerns that arise, regardless of whether they have taken upper-level taxation courses.

Professors and adjunct professors may request complimentary examination copies of LexisNexis law school publications to consider for class adoption or recommendation. Please identify the book(s) you wish to receive, provide your institutional contact information, and submit your request here.

This book also is available in a heavily discounted, three-hole punched, alternative loose-leaf version printed on 8 ½ x 11 inch paper with wider margins and with the same pagination as the hardbound book.

Table of Contents

TABLE OF CONTENTS


Chapter 1 INTRODUCTION TO BUSINESS PLANNING

Chapter 2 CHOOSING AND FORMING THE ENTITY

Chapter 3 TAXATION AND BUSINESS ENTITIES

Chapter 4 SECURITIES LAW CONSIDERATIONS

Chapter 5 FINANCING OF BUSINESS ENTITIES

Chapter 6 PROFITS AND DISTRIBUTIONS

Chapter 7 MANAGEMENT AND CONTROL

Chapter 8 DEPARTURE OF AN OWNER AND BUY-SELL
AGREEMENTS

Chapter 9 SALE OR RESTRUCTURING OF THE BUSINESS
ENTITY

Chapter 10 DISSOLUTION UNDER STATE AND FEDERAL LAW