The Tax Aspects of Acquiring a Business is a guide written to the tax considerations that must be weighed when acquiring an existing business, whether the business is conducted as a proprietorship, partnership, Limited Liability Company, S corporation, or a C corporation. The book looks at the transactions from the point of view of the seller as well as the buyer. This symmetrical view is presented because the tax effects on the seller will influence the acceptable terms for the deal. The author describes the tax consideration in quantifiable terms by demonstrating the actual calculations that must be made to evaluate the after-tax consequences of the terms of an acquisition agreement.
A Comprehensive reference and treatise, Advising Minnesota Corporations and Other Business Organizations examines thoroughly, with detailed commentary and analysis, the issues confronting a business, from initial promotion and start-up, through governance, financial distress, confrontation and litigation, to dissolution. It answers the most critical questions that arise at a board meeting, discussing internal corporation decisions, and offers advice on external legal issues including advertising, labor and employment, international trade, copyright and intellectual property, bankruptcy, and domestic relations. Written by two leading authorities and boasting over 30 contributing authors who practice variously at large full-service law firms, "in house," and in smaller specialized firms; Advising Minnesota Corporations and Other Business Organizations is a required resource and reference work for every Minnesota lawyer. Business lawyers and general counsel will find this work indispensable, and lawyers in every area of practice will use this treatise to address common problems arising in the context of the business lives of their clients. Value Package
This casebook covers the law of "closely held" businesses--those with few owners. Such businesses face special problems when compared, for example, to large, publicly held corporations. The book primarily covers four legal areas, through cases, statutes, and original informational notes and commentary: (1) agency law (covering questions of authority, fiduciary duties, and respondeat superior); (2) partnership law (the Revised Uniform Partnership Act and significant common-law developments); (3) the law of close corporations (basic corporate structure, common-law underpinnings and modern statutes, and protections of minority interests); and (4) the law of limited liability companies (LLCs). The book also introduces some problems in the law of small nonprofit organizations and of hybrid companies, such as the "low-profit" LLCs that have been authorized by recent statutes. The book is intended for use in modern versions of the "Agency and Partnership" course, courses on unincorporated or closely held businesses, and the first part of integrated "Business Organizations" sequences of courses. It adopts a functionalist approach to law and introduces students to economic reasoning in business law without relying exclusively on the methods or ideologies of legal economists.
This volume explores the seven types of reorganizations and their variations. Also covered are such topics as the relationship of S Corporations to reorganizations, foreign reorganizations, liquidations, poison pills, estate freezes and original issue and market discounts.
This book deals with the federal income tax as it bears on gratuitous transfers and with the federal wealth transfer taxes. The federal wealth transfer taxes presently consist of a partially unified estate and gift tax and a generation-skipping tax. The federal transfer tax system is separate and apart from the federal income tax. Features: Emphasis on text, statutes, and regulations, rather than cases (especially cases that involve routine application of law to facts) "Building block" organization (simple to complex estates), rather than segmented organization according to Code sections. Extensive use of questions and problems to aid students High-profile authorship in Joseph M. Dodge (a highly regarded tax specialist), Wendy C. Gerzog, and Bridget J. Crawford (both well-established in the field) The book reconstitutes the Estate and Gift tax course from the ground up in light of modern estates practice. For example, special valuation rules are treated as basic, as opposed to being just "tacked on" as other books treat them. More emphasis on valuation and use of FLPs than in other books. Valuation is introduced early on and integrated with other material Integration of related income tax materials, including income taxation of estates and trusts Relation of tax doctrine to tax planning strategies Focus on doctrine that influences the practice of estate and trust law, rather than doctrine for its own sake Reference to state law (including recent developments) as it bears on transfer tax issues, with full coverage of issues raised by community property systems
In China, the thirty-year economic reform reflects the process of moving from planned economy towards market economy. This could be seen From the changes in the 2005 Company Law, which recognizes the owners' property rights and gives more freedoms to them to decide various matters. In this new edition, besides offering a systemic the constitution of companies, the establishment of various companies, role and function of various parties in corporate governance, and corporate financing, Gu Minkang highlights the major changes in the 2005 Company Law, and addresses many new issues such as shareholders' derivative action, American limited liability company, and asset restructuring of listed companies. Another important feature is a comparison between the 1993 Company Law and the 2005 Company Law that will facilitate reading and understanding. This comprehensive and up-to-date presentation of Chinese company law will be of value to all who are involved in business with and in China and their legal advisors, and to students of Chinese company law.
The Covid–19 pandemic-induced downturn and subsequent Russia-Ukraine war have triggered unprecedented financial shock and disruption to the business world. Challenges are unique to each corporation. The forward-looking corporate leaders are fighting now to rebalance risk, profitability and liquidity while looking for new growth opportunities and gaining resilience to come out of the crisis as fast as possible. Mergers and Acquisitions (M&A) being one of the most powerful tools is set to play a bigger role in this direction. It is time now that M&As move at speed and help overcome the present downturn in the economy. Business leaders will have good reasons to leverage M&A as a holistic response to the business and economic crisis. It is in this context that a thoroughly revised edition of the comprehensive book on M&As by Professor Kamal Ghosh Ray becomes so well-timed and significant. The book is an “A to Z” of M&A, ranging from strategy, valuation, legal aspects to integration. The new edition incorporates various new concepts, ideas and thoughts with appropriate discussion in detail. Business valuation has a substantial coverage in the book as the subject, “Valuation” is offered in many academic programmes in universities and business schools. The text is profusely illustrated with many examples and case studies and contains huge number of numerical problems and solutions. Primarily intended as a text for postgraduate students of management and law, the book in its second edition will be of immense value to students of CA, CMA, CFA, CS, etc. and professionals ranging from strategic planners, CFOs, CEOs, COOs, financial analysts, bankers, to venture capitalists, corporate lawyers and business owners. Click on 'Endorsements' tab to check 'What the reviewers say' NEW TO THIS EDITION • Thoroughly revised and updated with the latest trends and relevant regulatory developments in M&A • A dedicated chapter on Numerical Problems and Solutions for easy understanding of complex M&A concepts • Topics like Corporate Restructuring, Disinvestment policy of the government, valuation of startup companies, SPAC (special purpose acquisition companies), Platform Acquisitions, deeper aspects of cross–border M&A and hostile takeover make the new edition contemporary. TARGET AUDIENCE • Postgraduate students of management and law. • Students of CA, CMA, CFA, CS, etc. • Professionals ranging from strategic planners, CFOs, CEOs, COOs, financial analysts, bankers, to venture capitalists, corporate lawyers and business owners.
Corporate Governance Matters gives corporate board members, officers, directors, and other stakeholders the full spectrum of knowledge they need to implement and sustain superior governance. Authored by two leading experts, this comprehensive reference thoroughly addresses every component of governance. The authors carefully synthesize current academic and professional research, summarizing what is known, what is unknown, and where the evidence remains inconclusive. Along the way, they illuminate many key topics overlooked in previous books on the subject. Coverage includes: International corporate governance. Compensation, equity ownership, incentives, and the labor market for CEOs. Optimal board structure, tradeoffs, and consequences. Governance, organizational strategy, business models, and risk management. Succession planning. Financial reporting and external audit. The market for corporate control. Roles of institutional and activist shareholders. Governance ratings. The authors offer models and frameworks demonstrating how the components of governance fit together, with concrete examples illustrating key points. Throughout, their balanced approach is focused strictly on two goals: to “get the story straight,” and to provide useful tools for making better, more informed decisions.
