Marsh S California Corporation Law

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?

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.

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