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9780766831988

The Law of Corporations, and Other Business Organizations

by
  • ISBN13:

    9780766831988

  • ISBN10:

    0766831981

  • Format: Hardcover
  • Copyright: 2001-12-14
  • Publisher: Cengage Learning
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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.

Table of Contents

Preface xvii
About the Author xxi
Table of Cases
xxiii
Sole Proprietorships
1(19)
Introduction
1(1)
Sole Proprietorship Defined
1(1)
Sole Proprietorships in the United States
2(1)
Advantages of Doing Business as a Sole Proprietor
3(2)
Full Management Authority
3(1)
Minimal Formalities and Regulatory and Reporting Requirements
3(1)
Low Cost of Organization
4(1)
Income Tax Benefits
4(1)
Disadvantages of Doing Business as a Sole Proprietor
5(2)
Unlimited Liability
5(1)
Lack of Business Continuity
6(1)
No Diversity in Management
7(1)
Difficulty in Transferring Proprietary Interest
7(1)
Limited Ability to Raise Capital
7(1)
Formation and Operation of the Sole Proprietorship
7(5)
Using an Assumed Name, Trade Name, or Fictitious Name
8(1)
Hiring Employees and Using Tax Identification Numbers
9(3)
Sales Tax Permits
12(1)
Licensing
12(1)
Registering Intellectual Property
12(1)
The Paralegal's Role in Sole Proprietorship Matters
12(2)
Corporate Paralegal Profile
13(1)
Resources
14(6)
United States Small Business Administration
14(1)
State and Local Government Offices
15(1)
State Statutes
15(2)
Secretaries of State
17(1)
U.S. Patent and Trademark Office
17(1)
Internet Resources
17(3)
Partnerships
20(58)
Introduction
20(1)
An Introduction to Partnerships
21(8)
Partnership Defined
21(2)
Registered Limited Liability Partnership
23(1)
Joint Ventures
24(1)
Partnerships in the United States
24(1)
Law Governing Partnerships
24(3)
The Partnership as a Separate Entity
27(2)
The Relationship Between Partners and Others
29(6)
Partners as Agents
29(1)
Acts Requiring Unanimous Consent of the Partners
29(4)
Statement of Partnership Authority
33(1)
Statement of Denial
34(1)
Liability of Partners
34(1)
Limited Liability Partnerships
34(1)
The Relationship Among Partners and Between Partners and the Partnership
35(6)
Partners' Rights in Partnership Assets
35(1)
Partnership Property
36(1)
Partners' Rights in Dealing with Each Other
37(3)
Partners' Duties in Dealing with Each Other
40(1)
Advantages of Doing Business as a General Partnership
41(3)
Participation and Flexibility in Management
41(1)
Minimal Formalities and Regulatory and Reporting Requirements
42(1)
Low Cost of Organization
43(1)
Income Tax Benefits
43(1)
Diversified Capital Resources
43(1)
Limited Personal Liability
43(1)
Disadvantages of Doing Business as a Partnership
44(2)
Unlimited Liability
44(1)
Loosely Structured Management
44(1)
Lack of Business Continuity
45(1)
Difficulty in Transferring Partnership Interest
45(1)
Limited Ability to Raise Capital
45(1)
Legal and Organizational Expenses
45(1)
Tax Disadvantages
46(1)
Organization and Management of a General Partnership
46(11)
Management and Control
47(1)
Oral Partnership Agreements
48(1)
Partnership Agreements
48(8)
The Limited Liability Partnership Election
56(1)
Financial Structure of a Partnership
57(3)
Partnership Capital
57(2)
Profits and Losses
59(1)
Dissolution, Dissociation, Winding Up, and Termination of the Partnership
60(6)
Dissociation, Dissolution, and Winding Up
60(1)
Events Causing Partner's Dissociation
60(1)
Wrongful Dissociation
61(1)
Effect of Partner's Dissociation
62(1)
Statement of Dissociation
62(1)
Events Causing Dissolution and Winding Up of Partnership Business
62(2)
Dissolution Agreement
64(1)
Notice to Third Parties
65(1)
Winding Up
65(1)
Distribution of Assets
65(1)
The Paralegal's Role in Partnership Matters
66(4)
Corporate Paralegal Profile
68(2)
Resources
70(8)
State Statutes
70(1)
Legal Form Books
70(1)
Secretary of State or Other Appropriate State Authority
70(2)
State and Local Government Offices
72(1)
Internet Resources
73(5)
Limited Partnerships
78(39)
Introduction
78(1)
An Introduction to Limited Partnerships
79(3)
Limited Partnership Defined
79(1)
Limited Partnerships in the United States
79(2)
Law Governing Limited Partnerships
81(1)
The Limited Partnership as a Separate Entity
81(1)
Partners' Rights and Responsibilities
82(4)
General Partners' Rights and Responsibilities
82(1)
Limited Partners' Rights and Responsibilities
83(1)
The Relationship between General Partners and Limited Partners
84(2)
Advantages of Doing Business as a Limited Partnership
86(4)
Limited Liability for Limited Partners
87(1)
Income Tax Benefits
88(1)
Transferability of Partnership Interest
89(1)
Business Continuity
89(1)
Diversified Capital Resources
89(1)
Disadvantages of Doing Business as a Limited Partnership
90(2)
Unlimited Liability
90(1)
Prohibition on Control of Business
90(1)
Formalities and Regulatory and Reporting Requirements
90(1)
Legal and Organizational Expenses
91(1)
Organization and Management of a Limited Partnership
92(10)
Management and Control
92(1)
Limited Partnership Certificate
92(1)
Limited Liability Limited Partnership Election
93(1)
Amendment to Limited Partnership Certificate
94(1)
Records Required by Statute
94(2)
Limited Partnership Agreement
96(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 1(4)
Appendix B On-line Resources for the Corporate Paralegal 5(3)
Appendix C Ethics for Corporate Paralegals 8(9)
Appendix D Workplace Scenario Data 17(2)
Appendix E Uniform Partnership Act 19(12)
Appendix F Uniform Partnership Act (1997) 31(21)
Appendix G Uniform Limited Partnership Act (1976) With 1985 Amendments 52(21)
Appendix H Uniform Limited Liability Company Act 73(28)
Appendix I Excerpts from the Model Business Corporation Act 101(53)
Appendix J Forms 154
Glossary G1
Index I1

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