The Complete Guide to Closely Held Corporations - From Formation to Dispute Resolution The Law of Closely Held Corporations by Douglas K. Moll, Robert A. Ragazzo List Price: $300.00   Eligible for Free Standard Shipping on U.S. Prepaid Orders Imprint: Aspen Publishers ISBN: 9780735582675 Looseleaf: 1,988 pages Last Updated: 8/5/2010 Automatic Supplementation More Info. Available: Item ships in 3-5 Business Days

As legislatures have come to recognize the distinct needs of closely held corporations, the law in this area has become unique. The Law of Closely Held Corporations encompasses all of the major transactional and litigation issues that practitioners are likely to face. Covering relevant federal and state laws and regulations, this resource gives you insights into successful business structures that help avoid conflict down the road—and it gives you everything you need to successfully resolve conflict if it does arise! Providing the materials you need to find practical answers to sometimes thorny questions, this NEW resource: Delivers current treatment of all aspects of close corporation law—including expert insights into the latest developments Includes coverage of relevant close corporation cases and statutes—at both the federal and state levels Focuses on the unique transactional and litigation issues of a close corporation Covers basic and sophisticated close corporation issues Offers concrete guidance and to common—and uncommon—questions Includes detailed transactional forms and litigation pleadings Over 50 Key Forms on CD-ROM! Rather than using one source for legal analysis and another source—or sources!—for forms, now you can rely on the one comprehensive resource that includes analysis and forms with clear cross-references between them. The Law of Closely Held Corporations is your comprehensive guidebook for navigating the unique—and often complicated—situations that arise within closely held corporations, including: The Role of Fiduciary Duty Breaches of Fiduciary Duty Dissension and Oppression in the Closely Held Corporation Remedies for Dissension Valuing Assets and Quantifying Buyout Handling Litigation—includes a consolidated collection of relevant case law! Derivative Suits And much more! INTRODUCTION FORMING THE CLOSELY HELD CORPORATION Deciding Whether to Incorporate Choosing a State of Incorporation The Procedure to Form a Corporation Selecting and Reserving a Corporate Name Drafting the Certificate of Incorporation Drafting the Bylaws The Organizational Meeting of the Corporation The Ultra Vires Doctrine Promoters’ Transactions Defective Incorporation Financing the Corporation ALTERING CORPORATE NORMS BY CONTRACT The Nature and Purposes of Agreements in Closely Held Corporations Shareholder Voting Agreements Proxies Voting Trusts Agreements that Constrain the Board’s Discretion Statutory Close Corporations Changing the Normal Voting Rules BUYING AND SELLING SHARES Restrictions on Transferability Claims Based on Fraud or Failure to Disclose Material Information PIERCING THE CORPORATE VEIL The Justifications for Limited Liability General Standards for Veil Piercing Undercapitalization as a Veil-piercing Factor Disregard of Corporate Formalities as a Veil-piercing Factor Comparing Contract and Tort Cases Piercing the Veil among Related Corporate Entities Equitable Subordination in Bankruptcy THE TRADITIONAL ROLE OF FIDUCIARY DUTY The Purpose of Fiduciary Duties; To Whom Are Duties Owed; Traditional Remedies The Fiduciary Duty of Care The Fiduciary Duty of Loyalty Executive Compensation and the Waste Doctrine The Duty to Disclose The Duty to Avoid Knowingly Illegal Conduct The Fiduciary Duties of Controlling Shareholders Exculpation Statutes Indemnification and Insurance DISSENSION IN THE CLOSELY HELD CORPORATION Oppression Deadlock REMEDIES FOR DISSENSION Overview: Remedies and Remedial Authority Specific Remedies DERIVATIVE SUITS The Distinction between Direct and Derivative Suits Derivative Suits in Closely Held Corporations The Demand Requirement Standing to Bring Derivative Suits Payment of Expenses Derivative Suit Defenses The Settlement or Discontinuance of Derivative Suits To Whom Is Recovery Paid? Procedural Issues in Derivative Suits The Res Judicata Effect of Derivative Suits Table of Statutes Table of Cases Index