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Forms of Business


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This portfolio begins with an overview of the use of the franchise business arrangement and goes on to discuss federal and state definitions of a franchise, alternatives to franchising, the...
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This portfolio discusses practice and procedure in handling both informal and formal investigations by the Securities and Exchange Commission's Division of Enforcement, including responding to...
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Corporate Practice Series Portfolio No. 7-3rd, Corporate Stock Repurchases and Going Private, summarizes the basic legal rules and practical considerations applicable to equity securities repurchase transactions under state law and federal securities laws, and briefly summarizes relevant federal tax law considerations.

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Corporate Practice Series Portfolio No. 1-5th, The Delaware Corporation: Legal Aspects of Organization and Operation, describes the basic legal aspects of organizing and operating a Delaware corporation.

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Corporate Practice Series Portfolio No. 98, Delaware Nonstock Corporations, discusses important aspects of Delaware nonstock and nonprofit nonstock corporations, including the applicable statutory framework, how to incorporate as a nonstock corporation in Delaware, corporate powers, the governing body, memberships and membership interests, amendments to the organizational documents, mergers, conversion of assets, sales and dissolution of a nonstock corporation, and litigation issues.
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Portfolio No. 92, Benefit Corporations, discusses the benefit corporation, which is the most comprehensive, yet flexible legal entity devised to address the needs of entrepreneurs and investors, and ultimately, the general public.
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Portfolio No. 94, The Florida Corporation: Legal Aspects of Organization and Operation, discusses the legal considerations in organizing and operating a corporation under Florida law.
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Corporate Practice Series Portfolio No. 55-3rd, The Ohio Corporation: Legal Aspects of Organization and Operation, discusses the legal considerations in organizing and operating a corporation under Ohio law.

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Corporate Practice Series Portfolio No. 2-3rd, The New York Corporation: Legal Aspects of Organization and Operation, outlines the typical New York business and tax considerations relevant in deciding whether a business should be incorporated in New York.

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Corporate Practice Series Portfolio No. 64-2nd, The Massachusetts Corporation: Legal Aspects of Organization and Operation, analyzes Chapter 156D, the principal Massachusetts corporation law statute, which covers such matters as corporate organization and operation and extraordinary corporate actions.

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Corporate Practice Series Portfolio No. 71-2nd, The Maryland Corporation: Legal Aspects of Organization and Operation, provides a comprehensive analysis of Maryland's corporate law along with practice pointers to guide the practitioner through its nuances and vagaries.

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Corporate Practice Series Portfolio No. 31-3rd, The California Corporation: Legal Aspects of Organization and Operation, analyzes the application of California's General Corporation Law (the “GCL”) and Corporate Securities Law (the “CSL”) to the organization and operation of domestic corporations, “pseudo-foreign”; corporations incorporated elsewhere but doing most of their business in California, and other foreign corporations with activities in the state.

 

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Corporate Practice Series Portfolio No. 78, The Takeover Law of Delaware, analyzes Section 203 of Delaware's General Corporation Law, which was adopted to encourage fully priced tendered offers and negotiated acquisitions and discourage highly leveraged takeovers of corporations.

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Corporate Practice Series Portfolio No. 61-3rd, Negotiated Acquisitions, discusses the planning requirements and transactional mechanics of acquiring a company through a negotiated acquisition.

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Corporate Practice Series Portfolio No. 60-2nd, Initial Public Offerings, examines the transactional aspects and regulatory requirements of an initial public offering of securities.

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Corporate Practice Series Portfolio No. 62-3rd, ESOPs in Corporate Transactions, provides a comprehensive discussion of the significant roles employee stock ownership plans can play in both simple and complex corporate transactions.

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Corporate Practice Series Portfolio No. 85-1st, Doing Business in States Other Than the State of Incorporation (Minnesota Through Wyoming), discusses when a corporation must obtain a certificate of authority and appoint a resident agent upon whom process may be served before doing business in a state other than the state in which it was incorporated.

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Corporate Practice Series Portfolio No. 84-1st, Doing Business in States Other Than the State of Incorporation (Alabama Through Michigan), discusses when a corporation must obtain a certificate of authority and appoint a resident agent upon whom process may be served before doing business in a state other than the state in which it was incorporated.

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Corporate Practice Series Portfolio No. 65-2nd, Avoiding Classification as an Investment Company: Exemptions and Exclusions for Business Corporations, examines the Investment Company Act of 1940, which is intended to regulate entities that pool money contributed by the public for the purpose of investing in securities, with a view to avoiding regulation of business corporations by the Act.

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Corporate Practice Series Portfolio No. 56-3rd, Antitrust Aspects of Mergers and Acquisitions, discusses the antitrust analysis of mergers and acquisitions, particularly under §7 of the Clayton Act, the primary federal antitrust statute relating to business consolidations.

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Corporate Practice Series Portfolio No. 66-2nd, Antitrust Aspects of Joint Ventures, discusses the antitrust analysis of joint ventures.

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Corporate Practice Series Portfolio No. 67-2nd, Limited Liability Companies: Legal Aspects of Organization, Operation, and Dissolution, examines certain aspects of the organization, operation, and dissolution of limited liability companies.

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Corporate Practice Series Portfolio No. 50-4th, Choice of Entity: Legal Considerations of Selection, discusses state and federal income tax and other considerations pertinent to choosing the most advantageous legal form for conducting business and investment activities.

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Corporate Practice Series Portfolio No. 24-4th, Limited Partnerships: Legal Aspects of Organization, Operation, and Dissolution, analyzes the decision to use a limited partnership as the legal entity for a business enterprise rather than a general partnership, corporation, business trust, or limited liability company.