Closely Held Corporations
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The closely held corporation is a relatively new corporate formation, with a distinct and unique body of law that is still developing: lawmakers have recognized that the closely held corporation has its own needs, and its own potentials for malfeasance. Closely Held Corporations is a definitive work on this multi-faceted and ever-evolving area of law. Written by two nationally recognized scholars in the corporate law field, the book considers laws, regulations and judicial opinions, at both the federal and state level. It also references the wealth of legal scholarship on the subject, in extensive detail. Closely Held Corporations provides profound insight into creating viable and highly successful corporate structures and bylaws that will help avoid future conflict. In addition, the work provides everything a practitioner needs to successfully resolve conflict, should it arise.
This skillfully drafted and highly effective treatise:
Maintains current treatment of all facets of close corporation law;
Focuses on the transactional and litigation issues that are unique to this particular corporate form;
Considers both basic and more sophisticated issues, and as such is relevant for both the seasoned practitioner, and one who is newer to the field, and;
Includes highly detailed forms and litigation pleadings.
The 2022 edition ISBN is 9781663351272.
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Table of contents
Chapter 1. Introduction
Chapter 2. Forming the Closely Held Corporation
2.01 Deciding Whether to Incorporate
2.02 Choosing a State of Incorporation
2.03 The Procedure to Form a Corporation
2.04 Selecting and Reserving a Corporate Name
2.05 Drafting the Certificate of Incorporation
2.06 Drafting the Bylaws
2.07 The Organizational Meeting of the Corporation
2.08 The Ultra Vires Doctrine
2.09 Promoters’ Transactions
2.10 Defective Incorporation
2.11 Financing the Corporation
Chapter 3. Altering Corporate Norms By Contract
3.01 The Nature and Purposes of Agreements in Closely Held Corporations
3.02 Shareholder Voting Agreements
3.04 Voting Trusts
3.05 Agreements that Constrain the Board’s Discretion
3.06 Statutory Close Corporations
3.07 Changing the Normal Voting Rules
Chapter 4. Buying and Selling Shares
4.01 Restrictions on Transferability
4.02 Claims Based on Fraud or Failure to Disclose Material Information
Chapter 5. Piercing the Corporate Veil
5.01 The Justifications for Limited Liability
5.02 General Standards for Veil Piercing
5.03 Undercapitalization as a Veil-Piercing Factor
5.04 Disregard of Corporate Formalities as a Veil-Piercing Factor
5.05 Comparing Contract and Tort Cases
5.06 Piercing the Veil Among Related Corporate Entities
5.07 Equitable Subordination in Bankruptcy
5.08 Reverse Veil Piercing
Chapter 6. The Traditional Role of Fiduciary Duty
6.01 The Purpose of Fiduciary Duties; To Whom are Duties Owed; Traditional Remedies
6.02 The Fiduciary Duty of Care
6.03 The Fiduciary Duty of Loyalty
6.04 Excessive Compensation and the Waste Doctrine
6.05 The Duty to Disclose
6.06 The Duty to Avoid Knowingly Illegal Conduct
6.07 The Fiduciary Duties of Controlling Shareholders
6.08 Exculpation Statutes
6.09 Indemnification and Insurance
Appendix to Chapter 6
Chapter 7. Dissension in the Closely Held Corporation
Appendix to Chapter 7
Chapter 8. Remedies for Dissension
8.01 Overview: Remedies and Remedial Authority
8.02 Specific Remedies
Appendix to Chapter 8
Chapter 9. Derivative Suits
9.01 The Distinction Between Direct and Derivative Suits
9.02 Derivative Suits in Closely Held Corporations
9.03 The Demand Requirement
9.04 Standing to Bring Derivative Suits
9.05 Payment of Expenses
9.06 Derivative Suit Defenses
9.07 The Settlement or Discontinuance of Derivative Suits
9.08 To Whom Is Recovery Paid?
9.09 Procedural Issues in Derivative Suits
9.10 The Res Judicata Effect of Derivative Suits
9.11 Derivative Suits in Federal Court