The Law of Corporations, and Other Business Organizations

ISBN 13:
9780766831988
ISBN 10:
0766831981
Format: Hardcover
Copyright: 12/14/2001
Publisher: Cengage Learning
Newer Edition

Note: Not guaranteed to come with supplemental materials (access cards, study guides, lab manuals, CDs, etc.)

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Summary

Law of Corporations and Other Business Organizations, 3rd Edition, is an excellent on-the-job resource for corporate paralegals. Focusing on the Model Business Corporation Act, it is complete with charts of state law provisions, examples, cases, sample documents, sample paragraphs and practical advice. Fourteen different paralegals are profiled, offering insight into the diversity of the paralegal profession. Information on researching corporate law via the Internet has been added and web site addresses include links to state-specific law.

Preface

xvii

About the Author

xxi

Table of Cases

xxiii

Sole Proprietorships

(19)

Introduction

(1)

Sole Proprietorship Defined

(1)

Sole Proprietorships in the United States

(1)

Advantages of Doing Business as a Sole Proprietor

(2)

Full Management Authority

(1)

Minimal Formalities and Regulatory and Reporting Requirements

(1)

Low Cost of Organization

(1)

Income Tax Benefits

(1)

Disadvantages of Doing Business as a Sole Proprietor

(2)

Unlimited Liability

(1)

Lack of Business Continuity

(1)

No Diversity in Management

(1)

Difficulty in Transferring Proprietary Interest

(1)

Limited Ability to Raise Capital

(1)

Formation and Operation of the Sole Proprietorship

(5)

Using an Assumed Name, Trade Name, or Fictitious Name

(1)

Hiring Employees and Using Tax Identification Numbers

(3)

Sales Tax Permits

(1)

Licensing

(1)

Registering Intellectual Property

(1)

The Paralegal's Role in Sole Proprietorship Matters

(2)

Corporate Paralegal Profile

(1)

Resources

(6)

United States Small Business Administration

(1)

State and Local Government Offices

(1)

State Statutes

(2)

Secretaries of State

(1)

U.S. Patent and Trademark Office

(1)

Internet Resources

(3)

Partnerships

(58)

Introduction

(1)

An Introduction to Partnerships

(8)

Partnership Defined

(2)

Registered Limited Liability Partnership

(1)

Joint Ventures

(1)

Partnerships in the United States

(1)

Law Governing Partnerships

(3)

The Partnership as a Separate Entity

(2)

The Relationship Between Partners and Others

(6)

Partners as Agents

(1)

Acts Requiring Unanimous Consent of the Partners

(4)

Statement of Partnership Authority

(1)

Statement of Denial

(1)

Liability of Partners

(1)

Limited Liability Partnerships

(1)

The Relationship Among Partners and Between Partners and the Partnership

(6)

Partners' Rights in Partnership Assets

(1)

Partnership Property

(1)

Partners' Rights in Dealing with Each Other

(3)

Partners' Duties in Dealing with Each Other

(1)

Advantages of Doing Business as a General Partnership

(3)

Participation and Flexibility in Management

(1)

Minimal Formalities and Regulatory and Reporting Requirements

(1)

Low Cost of Organization

(1)

Income Tax Benefits

(1)

Diversified Capital Resources

(1)

Limited Personal Liability

(1)

Disadvantages of Doing Business as a Partnership

(2)

Unlimited Liability

(1)

Loosely Structured Management

(1)

Lack of Business Continuity

(1)

Difficulty in Transferring Partnership Interest

(1)

Limited Ability to Raise Capital

(1)

Legal and Organizational Expenses

(1)

Tax Disadvantages

(1)

Organization and Management of a General Partnership

(11)

Management and Control

(1)

Oral Partnership Agreements

(1)

Partnership Agreements

(8)

The Limited Liability Partnership Election

(1)

Financial Structure of a Partnership

(3)

Partnership Capital

(2)

Profits and Losses

(1)

Dissolution, Dissociation, Winding Up, and Termination of the Partnership

(6)

Dissociation, Dissolution, and Winding Up

(1)

Events Causing Partner's Dissociation

(1)

Wrongful Dissociation

(1)

Effect of Partner's Dissociation

(1)

Statement of Dissociation

(1)

Events Causing Dissolution and Winding Up of Partnership Business

(2)

Dissolution Agreement

(1)

Notice to Third Parties

(1)

Winding Up

(1)

Distribution of Assets

(1)

The Paralegal's Role in Partnership Matters

(4)

Corporate Paralegal Profile

(2)

Resources

(8)

State Statutes

(1)

Legal Form Books

(1)

Secretary of State or Other Appropriate State Authority

(2)

State and Local Government Offices

(1)

Internet Resources

(5)

Limited Partnerships

(39)

Introduction

(1)

An Introduction to Limited Partnerships

(3)

Limited Partnership Defined

(1)

Limited Partnerships in the United States

(2)

Law Governing Limited Partnerships

(1)

The Limited Partnership as a Separate Entity

(1)

Partners' Rights and Responsibilities

(4)

General Partners' Rights and Responsibilities

(1)

Limited Partners' Rights and Responsibilities

(1)

The Relationship between General Partners and Limited Partners

(2)

Advantages of Doing Business as a Limited Partnership

(4)

Limited Liability for Limited Partners

(1)

Income Tax Benefits

(1)

Transferability of Partnership Interest

(1)

Business Continuity

(1)

Diversified Capital Resources

(1)

Disadvantages of Doing Business as a Limited Partnership

(2)

Unlimited Liability

(1)

Prohibition on Control of Business

(1)

Formalities and Regulatory and Reporting Requirements

(1)

Legal and Organizational Expenses

(1)

Organization and Management of a Limited Partnership

(10)

Management and Control

(1)

Limited Partnership Certificate

(1)

Limited Liability Limited Partnership Election

(1)

Amendment to Limited Partnership Certificate

(1)

Records Required by Statute

(2)

Limited Partnership Agreement

(6)

Changes in Partnership

102

(1)

Admission of New General Partners

102

(1)

Admission of New Limited Partners

102

(1)

Withdrawal of General Partners

103

(1)

Withdrawal of Limited Partners

103

(1)

Financial Structure of a Limited Partnership

103

(2)

Partnership Capital Contributions

103

(1)

Limited Partnership Profits and Losses

104

(1)

Limited Partnership Income and Disbursements

104

(1)

Derivative Actions

105

(3)

Dissolution, Winding Up, and Termination of the Limited Partnership

106

(1)

Dissolution versus Winding Up

106

(1)

Causes of Dissolution

106

(1)

Cancellation of Certificate of Limited Partnership

107

(1)

Winding Up

107

(1)

Settlement and Distribution of Assets

107

(1)

The Paralegal's Role in Limited Partnership Matters

108

(3)

Corporate Paralegal Profile

110

(1)

Resources

111

(6)

State Statutes

111

(1)

Legal Form Books

112

(1)

Secretary of State or Other Appropriate State Authority

112

(1)

Government Tax Offices

112

(1)

Internet Resources

113

(4)

Limited Liability Companies

117

(45)

An Introduction to Limited Liability Companies

117

(7)

Limited Liability Company Defined

118

(1)

Limited Liability Company Characteristics

118

(5)

Professional Limited Liability Companies

123

(1)

Limited Liability Companies in the United States

124

(1)

Law Governing Limited Liability Companies

125

(1)

State Law and the Uniform Limited Liability Company Act

125

(1)

Securities Laws

125

(1)

Limited Liability Company Rights and Powers

126

(1)

Members' Rights and Responsibilities

127

(1)

Members Rights

127

(1)

Members as Agents

128

(1)

Organization and Management of a Limited Liability Company

128

(9)

Organizers of the Limited Liability Company

129

(1)

Articles of Organization

129

(4)

Management and Control of the Limited Liability Company

133

(1)

Member-Managed Limited Liability Companies

133

(1)

Manager-Managed Limited Liability Companies

134

(1)

Matters Requiring Consent of All Members

134

(1)

The Operating Agreement

135

(1)

Annual Reporting Requirements

136

(1)

Financial Structure of a Limited Liability Company

137

(1)

Member Contributions

137

(1)

Member Reimbursement

137

(1)

Distributions to Members

137

(1)

Dissolution of the Limited Liability Company

138

(2)

Member's Dissociation

138

(1)

Dissolution of the Limited Liability Company

139

(1)

Winding Up the Limited Liability Company

140

(1)

Distribution of Assets

140

(1)

Articles of Termination

140

(1)

Advantages of Doing Business as a Limited Liability Company

140

(5)

Limited Liability for All Owners

142

(1)

Unrestrictive Ownership

142

(1)

Ability to Raise Capital for the Business

142

(1)

Beneficial Tax Treatment

142

(2)

Flexibility of Management

144

(1)

Disadvantages of Doing Business as a Limited Liability Company

145

(1)

Limited Transferability of Ownership

145

(1)

Possibility of Piercing the Limited Liability Company Veil

145

(1)

Lack of Uniformity in State Laws

145

(1)

Limited Liability Company Formalities and Reporting Requirements

146

(1)

Transacting Business as a Foreign Limited Liability Company

146

(6)

Transacting Business as a Foreign Limited Liability Company

147

(1)

Application for a Certificate of Authority

148

(1)

Name Registration

149

(3)

The Paralegal's Role

152

(2)

Drafting Limited Liability Documentation

152

(1)

Corporate Paralegal Profile

153

(1)

Limited Liability Company Research

153

(1)

Resources

154

(8)

State Statutes

154

(3)

State Authorities

157

(1)

Internal Revenue Code

157

(1)

Articles, Form Books, and Treatises

158

(1)

Internet Resources

158

(4)

Corporations

162

(32)

Introduction

162

(1)

An Introduction to Corporations

162

(8)

Corporation Defined

163

(1)

The Corporation as a Separate Legal Entity

163

(1)

Piercing the Corporate Veil

163

(2)

Law Governing Corporations

165

(5)

Corporations in the United States

170

(1)

Corporate Rights and Powers

170

(2)

Advantages of Doing Business as a Corporation

172

(3)

Limited Liability

173

(1)

Employee Benefit Plans

173

(1)

Choice of Tax Year

173

(1)

Business Continuity

174

(1)

Ability to Raise Capital

174

(1)

Centralized Management

174

(1)

Transferability of Ownership

174

(1)

Disadvantages of Doing Business as a Corporation

175

(1)

Corporate Formalities and Reporting Requirements

175

(1)

Taxation

176

(1)

Types and Classifications of Corporations

176

(7)

Business Corporations

176

(1)

Professional Corporations

177

(1)

Nonprofit Corporations

177

(1)

S Corporations

178

(3)

Statutory Close Corporations

181

(2)

Parents and Subsidiaries

183

(1)

The Paralegal's Role in Corporate Law Matters

183

(4)

Corporate Paralegal Profile

184

(3)

Resources

187

(7)

State Statutes

187

(2)

Federal Statutes

189

(1)

Legal Encyclopedias

189

(1)

Forms and Form Books

189

(1)

Secretary of State or Other State Corporation Agency

190

(1)

Internet Resources

190

(4)

Formation of the Corporation

194

(50)

Introduction

194

(1)

Preincorporation Matters

194

(10)

Deciding on the Corporate Structure

195

(1)

Choosing a Domicile

195

(2)

Promoters

197

(3)

Preincorporation Agreements

200

(1)

Stock Subscriptions

201

(2)

Gathering Client Information to Incorporate

203

(1)

Incorporators

204

(1)

Articles of Incorporation

205

(11)

Mandatory Provisions

205

(4)

Optional Provisions

209

(5)

Execution

214

(1)

Filing

214

(1)

Effective Time and Date

215

(1)

Organizational Meetings

216

(12)

Organizational Meeting Requirements

217

(1)

Purpose of Organizational Meeting

218

(1)

Incorporators' Resolutions

218

(1)

Board of Directors' Resolutions

218

(7)

Shareholder Resolutions

225

(1)

Unanimous Writings versus Minutes

226

(2)

Bylaws

228

(16)

Office of the Corporation

228

(1)

Shareholder Meetings

228

(1)

Number and Term of Directors

229

(1)

Meetings of the Board of Directors

230

(1)

Removal and Resignation of Directors

231

(1)

Director Compensation

231

(1)

Director Liability

231

(1)

Officers

231

(1)

Stock Certificates

232

(1)

Dividends

233

(1)

Fiscal Year

233

(1)

Corporate Seal

233

(1)

Corporate Records

233

(1)

Amendment of Bylaws

233

(1)

Signatures on Bylaws

233

(1)

Formation of Special Types of Corporations

233

(1)

Statutory Close Corporations

233

(1)

Professional Corporations

234

(1)

Nonprofit Corporations

234

(1)

The Paralegal's Role in Corporate Formation

234

(3)

Corporate Paralegal Profile

237

(2)

Resources

239

(1)

State Statutes

239

(1)

Secretary of State

240

(1)

Form Books

240

(1)

Incorporation Services

240

(1)

Internet Resources

240

(4)

The Corporate Organization

244

(58)

Introduction

244

(1)

Authority and Duties of Directors

245

(8)

Directors' Authority

245

(2)

Directors' Duties

247

(6)

Personal Liability of Directors

253

(2)

Business Judgment Rule

253

(1)

Imposition of Personal Liability on Directors

254

(1)

Compensation and Indemnification of Directors

255

(4)

Compensation of Directors

256

(1)

Indemnification

256

(3)

Election and Term of Directors

259

(3)

Election of Directors

259

(1)

Number and Qualifications of Directors

260

(1)

Term of Directors

260

(2)

Board of Directors Meetings and Resolutions

262

(7)

Board of Directors Meetings

262

(1)

Annual Meetings of the Board of Directors

263

(1)

Notice of Meetings

264

(1)

Quorum

264

(1)

Minutes

265

(1)

Board Actions Without Meeting

265

(4)

Corporate Minute Books

269

(1)

Corporate Officers

269

(3)

Titles and Duties of Officers

270

(2)

Personal Liability of Officers

272

(1)

Election and Term of Office

272

(1)

Shareholders' Rights and Responsibilities

272

(4)

Shareholders' Preemptive Rights

273

(1)

Shareholders' Right to Inspect Corporate Records

274

(2)

Personal Liability of Shareholders

276

(1)

Shareholder Meetings

276

(10)

Requirements for Annual Meetings

277

(1)

Requirements for Special Meetings

278

(1)

Location

278

(1)

Notice

278

(4)

Proxies

282

(1)

Quorum

283

(1)

Voting at Shareholder Meetings

283

(2)

Election of Directors

285

(1)

Other Acts Requiring Shareholder Approval

285

(1)

Minutes of Shareholder Meetings

285

(1)

Unanimous Consents of Shareholders

286

(1)

Restrictions on Transfer of Shares of Corporate Stock

286

(5)

Shareholder Agreements Restricting Stock Transfers

288

(2)

Considerations in Drafting Shareholder Agreements

290

(1)

Other Restrictions on Share Transfers

290

(1)

Shareholder Actions

291

(2)

Individual Actions

291

(1)

Representative Actions

291

(1)

Derivative Actions

292

(1)

The Paralegal's Role in Corporate Organizational Matters

293

(4)

Corporate Paralegal Profile

294

(3)

Resources

297

(5)

Internet Resources

297

(5)

The Corporate Financial Structure

302

(30)

Introduction

302

(1)

Capitalization of the Corporation

303

(1)

Equity Financing

304

(7)

Authorized and Issued Stock

305

(3)

Common Stock

308

(1)

Preferred Stock

309

(2)

Par Value

311

(2)

Trend Toward Eliminating Par Value

312

(1)

Consideration for Par Value Stock

312

(1)

Accounting for Par Value Stock

313

(1)

Consideration for Shares of Stock

313

(2)

Issuance of Stock

315

(2)

Stock Certificates

315

(2)

Lost or Destroyed Stock Certificates

317

(1)

Fractional Shares and Scrip

317

(1)

Redemption of Equity Shares

317

(2)

Dividends

319

(4)

Availability of Funds for Dividends

319

(1)

Types of Dividends

319

(1)

Declaration of Dividends

320

(2)

Right to Receive Dividends

322

(1)

Stock Splits

323

(1)

Debt Financing

324

(2)

Authority for Debt Financing

324

(1)

Bank Loans

325

(1)

Bonds

325

(1)

The Paralegal's Role in Corporate Financial Matters

326

(2)

Corporate Paralegal Profile

327

(1)

Resources

328

(4)

State Statutes

329

(1)

Forms and Form Books

329

(1)

Internet Resources

329

(3)

Publicly Held Corporations and Securities Regulations

332

(52)

Introduction

332

(1)

The Publicly Held Corporation

333

(2)

Securities and Securities Markets

335

(4)

Definition of Securities

335

(1)

Markets

336

(3)

The Securities and Exchange Commission

339

(1)

Federal Regulation of Securities Offerings Under the Securities Act of 1933

340

(10)

Securities Registration

341

(6)

Prospectus Requirements

347

(3)

EDGAR

350

(1)

Exemptions from the Registration Requirements of the Securities Act of 1933

350

(4)

Exempted Securities

350

(1)

Exemptions for Limited Offerings and Offerings of Limited Dollar Amounts

351

(3)

Intrastate Offering Exemptions

354

(1)

Antifraud Provisions of the Securities Act

354

(3)

Section 11

355

(1)

Section 12

356

(1)

Section 17

356

(1)

Federal Regulations Imposed on Publicly Held Corporations Under the Securities Exchange Act of 1934

357

(16)

Registration Under the Exchange Act

358

(1)

Periodic Reporting Requirements

359

(3)

Liability for Short-Swing Profits

362

(2)

Proxy Regulations

364

(1)

Antifraud Provisions Under the Exchange Act

365

(8)

State Securities Regulation---Blue Sky Laws

373

(1)

State Regulation of Stock Offerings

374

(1)

Registration by Filing

374

(1)

Registration by Coordination

374

(1)

Registration by Qualification

375

(1)

Exemptions

375

(1)

State Securities Regulation---Antifraud Provisions

375

(1)

The Paralegal's Role

376

(2)

Initial Public Offerings

376

(1)

Corporate Paralegal Profile

377

(1)

Periodic Reporting Requirements

378

(1)

Resources

378

(6)

Federal Law

378

(1)

Federal Securities Forms and Information

379

(1)

Blue Sky Laws

379

(1)

Internet Resources

379

(5)

Mergers, Acquisitions, and Other Changes to the Corporate Structure

384

(54)

Introduction

384

(1)

Statutory Mergers and Share Exchanges

385

(11)

Mergers

387

(4)

Share Exchanges

391

(1)

Consolidations

392

(1)

State and Federal Laws Affecting Statutory Mergers and Share Exchanges

393

(1)

Significant Federal Antitrust Law Provisions Affecting Mergers and Acquisitions

394

(2)

Statutory Merger and Share Exchange Procedures

396

(18)

Negotiations and Letter of Intent

396

(1)

Plan of Merger

397

(5)

Plan of Exchange

402

(7)

Due Diligence and Preclosing Matters

409

(4)

Closing the Statutory Merger or Share Exchange Transaction

413

(1)

Postclosing Matters

414

(1)

Asset and Stock Acquisitions

414

(3)

Asset Acquisitions

415

(1)

Stock Acquisitions

415

(1)

Hostile Takeovers

416

(1)

De Facto Mergers

416

(1)

State and Federal Laws Affecting Asset and Stock Acquisitions

417

(1)

Asset and Stock Acquisition Procedures

417

(5)

Negotiations and Letter of Intent

418

(1)

Asset Purchase Agreement

418

(2)

Stock Purchase Agreement

420

(1)

Due Diligence and Preclosing Matters

420

(1)

Closing the Asset or Stock Acquisition Transaction

421

(1)

Postclosing Matters

422

(1)

Amendments to Articles of Incorporation

422

(5)

Approval of the Articles of Amendment

423

(1)

Articles of Amendment

424

(2)

Restated Articles of Incorporation

426

(1)

Reorganizations

427

(1)

Type A Transactions

427

(1)

Type B Transactions

427

(1)

Type C Transactions

427

(1)

Type D Transactions

427

(1)

Type E Transactions

427

(1)

Type F Transactions

427

(1)

Type G Transactions

428

(1)

The Paralegal's Role in Mergers and Acquisitions

428

(4)

Corporate Paralegal Profile

429

(1)

Letter of Intent

430

(1)

Agreement

430

(1)

Federal Antitrust Law Compliance

430

(1)

Supplementary Documents

430

(1)

Review and Production of Documents

430

(1)

Plan and Articles of Merger or Share Exchange

431

(1)

Corporate Resolutions

431

(1)

Stock and Asset Transfer Documents

431

(1)

Assignments of Contracts

431

(1)

Closing

432

(1)

Post Closing

432

(1)

Resources

432

(6)

State Statutes

432

(1)

Federal Antitrust Law

433

(1)

Secretary of State

433

(1)

Forms and Form Books

433

(1)

Internet Resources

433

(5)

Qualification of a Foreign Corporation

438

(24)

Introduction

438

(1)

Determining When Foreign Corporation Qualification is Necessary

439

(7)

State Long-Arm Statutes and Jurisdiction over Foreign Corporations

439

(1)

Statutory Requirements for Qualification of Foreign Corporations

440

(1)

Consequences of Not Qualifying as a Foreign Corporation

441

(5)

Rights, Privileges, and Responsibilities of a Foreign Corporation

446

(1)

Qualification Requirements

447

(4)

Application for Certificate of Authority

447

(1)

Foreign Name Requirements

448

(2)

Registered Agent and Registered Office

450

(1)

Amending the Certificate of Authority

451

(1)

Maintaining the Good Standing of the Foreign Corporation

451

(2)

Withdrawing from Doing Business as a Foreign Corporation

453

(2)

Registration of a Corporate Name

455

(1)

The Paralegal's Role

455

(3)

Corporate Paralegal Profile

455

(3)

Resources

458

(4)

State Statutes

458

(1)

Secretaries of State

458

(1)

Corporation Service Companies

458

(1)

Internet Resources

458

(4)

Corporate Dissolution

462

(30)

Introduction

462

(1)

Voluntary Dissolution

463

(20)

Board of Director and Shareholder Approval of Dissolution

463

(4)

Articles of Dissolution and Notice of Intent to Dissolve

467

(5)

Winding Up and Liquidation

472

(9)

Tax Considerations

481

(1)

Revocation of Dissolution

481

(2)

Involuntary Dissolution

483

(3)

Administrative Dissolution

483

(2)

Judicial Dissolutions

485

(1)

The Paralegal's Role in Dissolving Corporations

486

(2)

Corporate Paralegal Profile

487

(1)

Resources

488

(4)

State Statutes

488

(1)

Legal Form Books

488

(1)

Secretary of State or Other Appropriate State Authority

488

(1)

Corporation Service Companies

488

(1)

Local and Federal Tax Offices

489

(1)

Internet Resources

489

(3)

Employee Benefit Plans

492

(27)

Introduction

492

(1)

Qualified Plans

493

(1)

Laws Governing Qualified Plans

493

(2)

Employee Retirement Income Security Act of 1974 (ERISA)

493

(1)

Internal Revenue Code

494

(1)

Elements of a Qualified Plan

495

(1)

The Sponsor

495

(1)

The Plan

495

(1)

The Plan Administrator

495

(1)

The Plan Participants

496

(1)

ERISA and IRC Requirements Common to All Types of Qualified Plans

496

(2)

Plan Must Be Established for the Exclusive Benefit of Employees

497

(1)

Minimum Coverage and Participation Requirements

497

(1)

Exemptions from the Provisions of ERISA

498

(1)

Qualified Pension Plans

498

(10)

Contributions

499

(1)

The Trust

499

(1)

Benefits

499

(1)

Distributions

500

(1)

Defined Benefit Plans

501

(2)

Defined Contribution Plans

503

(4)

Integrated Plans

507

(1)

Self-Employed Plans

507

(1)

Individual Retirement Accounts

508

(1)

Nonqualified Pension Plans

508

(1)

Employee Welfare Benefit Plans

509

(1)

Welfare Benefits

509

(1)

Funding

509

(1)

Voluntary Employee Benefit Association (VEBA)

510

(1)

Qualified Plan Adoption and IRS Approval

510

(1)

Annual Reporting Requirements and Disclosure Requirements

510

(2)

Form 5500

512

(1)

Summary Annual Reports

512

(1)

The Paralegal's Role in Working with Qualified Plans

512

(3)

Corporate Paralegal Profile

514

(1)

Resources

515

(4)

Federal Law

515

(1)

Secondary Materials

515

(1)

Federal Agencies

515

(1)

Internet Resources

515

(4)

Employment Agreements

519

Introduction

519

(1)

Special Considerations for the Employer

520

(1)

Special Considerations for the Employee

521

(1)

Drafting the Employment Agreement

521

(12)

Term of the Agreement

523

(1)

Description of Duties

523

(1)

Convenant Not to Compete

524

(4)

Inventions and Patents

528

(1)

Trade Secrets

528

(3)

Compensation

531

(1)

Employee Benefits

531

(1)

Termination of Employment

531

(1)

Arbitration of Disputes

532

(1)

Vacations

532

(1)

Assignability of Contract

532

(1)

Amendment or Renewal of Agreement

533

(1)

Date and Signatures

533

(1)

Sample Employment Agreement

533

(1)

The Paralegal's Role in Drafting Employment Agreements

533

(7)

Corporate Paralegal Profile

539

(1)

Resources

540

Internet Resources

540

Appendix A Secretary of State Directory

(4)

Appendix B On-line Resources for the Corporate Paralegal

(3)

Appendix C Ethics for Corporate Paralegals

(9)

Appendix D Workplace Scenario Data

(2)

Appendix E Uniform Partnership Act

(12)

Appendix F Uniform Partnership Act (1997)

(21)

Appendix G Uniform Limited Partnership Act (1976) With 1985 Amendments

(21)

Appendix H Uniform Limited Liability Company Act

(28)

Appendix I Excerpts from the Model Business Corporation Act

101

(53)

Appendix J Forms

154

Glossary

Index

The Law of Corporations, and Other Business Organizations

9780766831988

0766831981

Summary

Table of Contents

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The Law of Corporations, and Other Business Organizations

9780766831988

0766831981

Summary

Table of Contents

Write a Review

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