Marsh's California Corporation Law

Marsh's California Corporation Law

Author: Harold Marsh

Publisher: Wolters Kluwer

Published: 1999-12-01

Total Pages: 5960

ISBN-13: 0735504210

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This authoritative research tool covers all aspects of California corporate law and practice, providing clear, reliable guidance to the laws, legislative history, and major case law holdings, as well as the authors' well-known expertise and advice on approaching and understanding key corporate transactions. There is no better source on how to handle all key corporate transactions, from corporate formation and governance to takeovers and bankruptcies. Completely current, there is full coverage and insightful, expert analysis of all the critical new issues affecting California corporate law practice, including: What are the various business entities available in California?What are the methods and issues involved in forming those entities?What are the particular benefits of, and restrictions on, using a Limited Liability Company in California?What are the issues involved in financing a California corporation?What are the fiduciary duties imposed upon directors, officers, and controlling shareholders of California corporations?How do you provide notice and hold meetings of directors and shareholders of California corporations?What are the restrictions imposed upon officers and directors in the operation of California corporations?Under what circumstances can a California corporation pay a dividend or make a distribution of property to its shareholders?What are the issues involved in acquiring California corporations, whether by merger, purchase of stock, or purchase of assets?How and under what circumstances can a California corporation be dissolved?What are the issues and requirements faced by a foreign corporation conducting business in California?


Marsh's California Corporation Law

Marsh's California Corporation Law

Author: Harold Marsh

Publisher:

Published: 1990

Total Pages: 4166

ISBN-13: 9780135590140

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This authoritative research tool covers all aspects of California corporate law and practice, providing clear, reliable guidance To The laws, legislative history, and major case law holdings, As well as the authors' well-known expertise and advice, On approaching and understanding key corporate transactions. There is no better source on how to handle all key corporate transactions, from corporate formation and governance to takeovers and bankruptcies. Completely current, there is full coverage and insightful, expert analysis of all the critical new issues affecting California corporate law practice, including: A discussion of the Treasury Department's new 'check-the-box' regulations which provide that an unincorporated business entity will be classified as a partnership for federal tax purposes unless it elects to be taxed as a corporation an analysis of the exception added to Corporation Code Section 403 permitting listed companies to issue convertible securities an examination of changes To The nonprofit law, including those intended to make the law correspond To The related provisions in the general corporation law A review of recent cases concerning executive compensation and indemnification, fiduciary duties of promoters and directors, creditors' rights, dissolution, and foreign corporations.


Glazer and FitzGibbon on Legal Opinions

Glazer and FitzGibbon on Legal Opinions

Author: Donald W. Glazer

Publisher: Wolters Kluwer

Published: 2008-01-01

Total Pages: 2082

ISBN-13: 073556065X

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Now you can draft and defend accurate, well-supported third party legal opinions with complete confidence! In Glazer and FitzGibbon on Legal Opinions: Drafting, Interpreting, and Supporting Closing Opinions in Business Transactions, Third Edition, three outstanding authorities give you intensely practical guidance - including sample opinion language throughout the text - that shows you how to determine which versions of the standard opinion clauses you should use, establish the factual basis for the opinion, and take all the steps necessary to support your opinion. The authors describe customary practice and its implications, identify areas of uncertainty and suggests how disputed areas should be resolved. Extensive appendices reproduce all the ABA and TriBar Opinion Committee Reports, as well as all the Bar Association reports of various states. This valuable information is also included on a bonus companion CD-ROM.