Lexis Nexis Florida Corporate Practice
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Product description
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Despite the modern proliferation of other business formats, the corporation model still has major advantages, and the Eleventh 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.
The 10th Edition ISBN was 9781663332608.
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.
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Table of contents
1. General Provisions
Jeremy S. Sloane
2. Formation Of Corporations
Jeremy S. Sloane
3. Corporate Name
Willard A. Blair
4. Registered Office And Registered Agent; Service Of Process On Corporations
G. Brock Magruder
5. Capitalization, Shares, And Distributions
Gregory C. Yadley and Julio C. Esquivel
6. Shareholders, Shareholders' Agreements, Meetings, And Voting
Brian A. Watson
7. Directors, Officers, And Indemnification
Dennis J. Olle
8. Anti-Takeover Laws
Gregory C. Yadley and Willard A. Blair
9. Amendment To Articles Of Incorporation And Bylaws
Willard A. Blair and Thomas F. McDonnell, Jr
10. Mergers, Share Exchanges, And Sales Of Assets
Robert W. Barron and Jeremy S. Sloane
11. Appraisal Rights
Gregory C. Yadley and Christina C. Nethero
12. Corporate Dissolution
Matthew D. Armstrong and Jeremy S. Sloane
13. Foreign Corporations
Willard A. Blair and Thomas F. McDonnell, Jr.
14. Corporate Records And Reports
Jeremy S. Sloane
15. Procedures For Dealing With Florida Department Of State
Jon F. Morris
16. General Provisions: Not For Profit Corporations
John Paul Parks
17. Tax Considerations For Not For Profit Corporations
Christopher J. Denicolo
INDEXES
Citations
Cases
Subjects
