O'Neal's and Thompson's close corporations and LLCs : law and practice

O'Neal's and Thompson's close corporations and LLCs : law and practice volume 1 contents: Ch. 1 - Distinctive needs of close corporations and closely held businesses. Ch. 2 - Organizing the closely held business. Ch. 3 - Molding the business form by provisions in the articles, bylaws, and operating agreements. A. General considerations. B. Legal controls on content of articles. C. Mandatory clauses: purposes and power clauses. D. Clauses that affect voting and control. E, Clauses designating financial rights. F. Clauses that regulate the rights of investors and managers. G. Preparing the bylaws. H. Precautions that increase effectiveness of provisions in the articles and bylaws. Ch. 4 - Contracting as to control and governance in close corporations. A. Introduction. B. Shareholder control agreements on matters traditionally within directors' realm. C. Shareholders' agreements on matters traditionally within shareholder domain. D. Veto provisions. E. Implementation and interpretation. F. Other types of control arrangements. Ch. 5 - Contracting as to control, governance, and exit in LLCs. I. Introduction; the role of contracts in LLCs. II. Agreements related to finance and membership. III. Agreements relating to governance. IV. Fiduciary duty, member litigation, and involuntary dissolution. Ch. 6 - Protecting the tenure and status of shareholder - employees and key personnel. Ch. 7 - Agreements relating to exit: transfer restrictions and buyout arrangements. A. Introduction. B. Validity and enforceability. C. Application in specific contexts. Includes summary of contents, table of contents and the 2011 cumulative supplement.