Managing Closely Held Corporations

Like its companion the Corporate Director's Guidebook, this new title covers topics in plain English so the principles are easily understood by nonlawyers

Intended to give guidance to entrepreneurs or owners of corporations regarding certain aspects and problems of corporate existence. Includes the capital structure of the corporation, compensation of executives, taxation of the corporation and its shareholders, rights of minority shareholders, buying and selling of a corporation's stock or assets and the public and private offering of stock and other corporate securities.

The Guidebook replaces Managing Closely Held Corporations: A Legal Guidebook, published in 2003. Given the time lapse, this new edition is thoroughly updated with new added topics that have emerged in the last two decades. Prepared by the Corporate Laws Committee, the Guidebook provides basic concepts of a closely held corporation and identifies the characteristics that are fundamentally different from publicly held businesses. Unique from other resources on the subject, the Guidebook covers: The special concerns and challenges involved in closely held corporations Legal concerns of directors, officers, and shareholders as they hold a much greater congruency of decision-making and risk-taking in a closely held corporation The law of corporate governance - the legal rules relating to the respective powers and duties of directors, officers, and shareholders The articles of incorporation and bylaws of the corporation The importance and flexibility of private ordering to address the bespoke nature of many closely held corporate governance structures, including the use of particular provisions in the governing documents to alter the statutory default rules for corporate governance Mergers, asset sales, and entity changes Buy-sell agreements and transfer restrictions Corporate record-keeping requirements and directors' rights with respect to a corporation's books and records And more. This book was published on 6/16/2023.

As legislatures have come to recognize the distinct needs of closely held corporations, the law in this area has become unique. The Law of Closely Held Corporations encompasses all of the major transactional and litigation issues that practitioners are likely to face. Covering relevant federal and state laws and regulations, this resource gives you insights into successful business structures that help avoid conflict down the road--and it gives you everything you need to successfully resolve conflict if it does arise! Providing the materials you need to find practical answers to sometimes thorny questions, this NEW resource: Delivers current treatment of all aspects of close corporation law--including expert insights into the latest developments Includes coverage of relevant close corporation cases and statutes--at both the federal and state levels Focuses on the unique transactional and litigation issues of a close corporation Covers basic and sophisticated close corporation issues Offers concrete guidance and to common--and uncommon--questions Includes detailed transactional forms and litigation pleadings Over 50 Key Forms on CD-ROM! Rather than using one source for legal analysis and another source--or sources!--for forms, now you can rely on the one comprehensive resource that includes analysis and forms with clear cross-references between them. The Law of Closely Held Corporations is your comprehensive guidebook for navigating the unique--and often complicated--situations that arise within closely held corporations, including: The Role of Fiduciary Duty Breaches of Fiduciary Duty Dissension and Oppression in the Closely Held Corporation Remedies for Dissension Valuing Assets and Quantifying Buyout Handling Litigation--includes a consolidated collection of relevant case law! Derivative Suits And much more!

A closely held firm is not a smaller version of a large public firm, anymore than a child is a miniature adult. Recognizing that value comes from the ability to generate future cash flows, this book emphasizes the differences between the large and small firms when presenting the concepts to value the closely held firm.

This book is the result of a project sponsored by Ceradi-Luiss Guido Carli, Rome, and by the Brooklyn Law School Center for the Study of International Business Law.