The law of business organizations

목차 (Table of Contents)

• CONTENTS
• Table of Forms = xv
• Preface = xix
• Acknowledgments = xxiii
• 1 AGENCY IN A BUSINESS ORGANIZATION = 2
• Definition and Elements of Agency = 2
• Types of Principals = 3
• Types of Agents = 4
• Agency Authority = 7
• Torts Committed by Agents = 10
• Agents for a Business Enterprise = 11
• 2 SOLE PROPRIETORSHIP = 18
• Characteristics of a Sole Proprietorship = 18
• Liability of the Sole Proprietor = 19
• Taxation of a Sole Proprietorship = 19
• Formation and Operation of a Sole Proprietorship = 20
• Termination upon Death of the Proprietor = 24
• 3 GENERAL PARTNERSHIP = 36
• Characteristics of a Partnership = 36
• Partnership Property = 39
• Partner's Interest in a Partnership = 42
• Management of a Partnership = 43
• Profits and Losses = 51
• Liability of Partners = 54
• Dissolution and Termination of a Partnership = 56
• Tax Considerations of a General Partnership = 64
• Formation and Operation of a General Partnership = 68
• Registration as a Limited Liability Partnership = 90
• 4 LIMITED PARTNERSHIP = 102
• Characteristics of a Limited Partnership = 102
• General Partners of a Limited Partnership = 103
• Limited Liability and Contributions = 105
• Management and Control = 106
• Admission, Substitution, and Withdrawal of a Limited Partner = 108
• Dissolution of a Limited Partnership = 109
• Taxation of a Limited Partnership = 112
• Formation and Operation of a Limited Partnership = 113
• 5 LIMITED LIABILITY COMPANY = 144
• Characteristics of a Limited Liability Company = 145
• Statutory Powers of a Limited Liability Company = 147
• Ownership and Management of a Limited Liability Company = 148
• Managers = 152
• Transferability of Membership Interest = 155
• Finance = 155
• Continuity of Existence and Dissolution = 157
• Conversion of Other Entities and Merger = 159
• Taxation of a Limited Liability Company = 160
• Formation and Documentation of a Limited Liability Company = 160
• 6 BUSINESS CORPORATION = 192
• Entity Characteristics of a Corporation = 192
• Statutory Powers of a Corporation = 194
• Ownership and Management of a Corporation = 199
• Limited Liability = 214
• Continuity of Existence and Dissolution = 217
• Taxation of a Corporation = 217
• 7 VARIATIONS ON THE CORPORATE FORM = 236
• Public Corporations = 236
• Close Corporations = 260
• Professional Corporations = 267
• 8 FORMATION OF A CORPORATION = 288
• Preincorporation Responsibility = 288
• Preincorporation Share Subscriptions = 289
• Selection of Jurisdiction = 295
• Selection arid Reservation of Corporate Name = 300
• The Articles of Incorporation = 309
• Filing and Other Formalities = 340
• Corporate Existence = 341
• Formalities after Formation of a Corporation = 341
• Bylaws = 343
• 9 CORPORATE FINANCIAL STRUCTURE = 366
• Generally = 366
• Types of Corporate Securities = 367
• Equity Securities = 368
• Stages of Equity Securities = 368
• Par Value or No Par Value = 370
• Certificates for Shares = 372
• Classifications of Shares = 375
• Fractions of Shares and Scrip = 381
• Consideration for Shares = 383
• Common Stock Rights = 384
• Preferred Stock Rights = 386
• Transfer Agents = 397
• Debt Securities(Bonds) = 397
• Types of Corporate Debt Securities = 399
• Trust Indenture = 403
• Common Provisions in Debt Securities = 406
• Important Considerations Regarding Debt and Equity = 410
• 10 MEETINGS = 420
• Types and Purposes of Meetings = 420
• Requirement for Organizational Meetings = 421
• Directors' Organizational Meeting = 422
• Incorporators' Organizational Meeting = 423
• Business Conducted at Organizational Meetings = 423
• Directors' Regular and Special Meetings = 439
• Shareholder Meetings = 443
• Shareholder Business and Vote Required = 452
• Action without a Meeting = 459
• Minutes = 460
• Special Preparation for Public Company Shareholder Meetings = 463
• 11 CORPORATE DIVIDENDS AND OTHER DISTRIBUTIONS = 472
• Types of Corporate Distributions = 472
• Sources of Funds for Distribution = 474
• Cash and Property Dividends = 476
• Share Dividends = 481
• Stock Splits = 484
• Corporation's Purchase of Its Own Shares = 486
• Partial Liquidations = 490
• Dissolution and Liquidation = 491
• 12 EMPLOYMENT AND COMPENSATION = 500
• Employment at Will = 501
• Employment Agreements = 505
• Employee Handbooks and Manuals = 515
• Restrictive and Proprietary Covenants = 520
• Employer's Right to Employee Work Product = 521
• Trade Secret Protection = 524
• Covenants Not to Compete = 526
• Incentive Compensation Plans = 530
• Deferred Compensation = 532
• Pension and Profit Sharing Plans = 534
• Incentive Stock Options = 541
• Life Insurance Programs = 549
• Employee Expense Reimbursement Plans = 549
• 13 AGREEMENTS REGARDING OWNERSHIP = 564
• Purposes and Legal Support = 564
• Concentration of Voting Power = 566
• Share Transfer Restrictions and Buyout Agreements = 571
• 14 CORPORATIONS IN FOREIGN JURISDICTIONS = 610
• Selection of Jurisdiction = 610
• Constitutional Basis for Qualification = 611
• Authorization to Qualify as a Foreign Corporation = 612
• Statutory Prohibition from Doing Business without Qualification = 612
• Transacting Business = 612
• Sanctions for Not Qualifying = 614
• Application for Certificate of Authority = 615
• Certificate of Authority = 622
• Effect of Qualification = 622
• Structural Changes of a Foreign Corporation = 626
• Withdrawal of Authority = 629
• Revocation of Certificate of Authority = 631
• 15 CHANGES IN CORPORATE STRUCTURE AND DISSOLUTION = 640
• Amendment of the Articles of Incorporation = 640
• Merger, Consolidation, and Exchange = 646
• Sale, Mortgage, or Other Disposition of Assets = 663
• Rights of Dissenting Shareholders = 665
• Voluntary Dissolution = 670
• Involuntary Dissolution = 680
• Liquidation = 684
• APPENDIX A Uniform Partnership Act(Original) = 692
• APPENDIX B Uniform Partnership Act(1992) = 703
• APPENDIX C Uniform Limited Partnership Act = 720
• APPENDIX D Revised Uniform Limited Partnership Act, 1976, with 1985 Amendments = 727
• APPENDIX E Uniform Limited Liability Company Act(1995) = 740
• APPENDIX F Revised Model Business Corporation Act = 781
• APPENDIX G Model Statutory Close Corporation Supplement = 836
• APPENDIX H Model Professional Corporation Supplement(1984) = 846
• APPENDIX I Forms = 854
• Form Ⅰ-1 Complex Partnership Agreement = 854
• Form Ⅰ-2 Limited Partnership Agreement = 871
• Form Ⅰ-3 Information Sheet for Limited Liability Company = 874
• Form Ⅰ-4 Complex Operating Agreement for Limited Liability Company = 876
• Form Ⅰ-5 Contract between Stockholders Organizing a Close Corporation = 893
• Form Ⅰ-6 Articles of Incorporation of a Medical Corporation = 895
• Form Ⅰ-7 Application for Registration of Professional Corporation(California) = 899
• Form Ⅰ-8 Preincorporation Agenda and Information Sheet = 902
• Form Ⅰ-9 Delaware Articles of Incorporation = 906
• Form Ⅰ-10 Delaware Bylaws = 910
• Form Ⅰ-11 Skeleton Trust Indenture = 918
• Form Ⅰ-12 Voting Trust Agreement = 922
• GLOSSARY = 926
• INDEX = 939