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| Preface | |
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| Acknowledgments | |
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| Introduction to Business Organizations and Agency Law | |
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| Chapter Overview | |
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| Types of Business Enterprises | |
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| Considerations in Selection of Business Enterprise | |
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| How Business Is Conducted in This Country | |
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| Agency in Business Organizations | |
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| Resource Guide | |
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| Web Resources | |
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| Discussion Questions | |
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| Sole Proprietorships | |
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| Chapter Overview | |
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| Characteristics of Sole Proprietorships | |
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| Governing Law | |
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| Advantages of Sole Proprietorships | |
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| Disadvantages of Sole Proprietorships | |
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| Formation of Sole Proprietorships | |
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| Taxation of Sole Proprietorships | |
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| Role of Paralegal | |
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| Resource Guide | |
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| Web Resources | |
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| Discussion Questions | |
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| General Partnerships | |
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| Chapter Overview | |
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| Characteristics of General Partnerships | |
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| Governing Law | |
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| Partnership Defined | |
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| Partnership Property | |
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| Advantages of General Partnerships | |
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| Disadvantages of General Partnerships | |
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| Formation of General Partnerships | |
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| Operation of General Partnerships | |
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| The Partnership Agreement | |
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| Transferability of Partnership Interest | |
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| Dissolution and Winding Up Under the UPA | |
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| Dissociation and Dissolution Under the RUPA | |
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| Conversions and Mergers | |
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| Taxation of Partnerships | |
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| Role of Paralegal | |
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| Resource Guide | |
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| Web Resources | |
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| Discussion Questions | |
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| Limited Partnerships | |
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| Chapter Overview | |
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| Characteristics of Limited Partnerships | |
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| Governing Law | |
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| Limited Partnership Defined | |
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| Partners' Rights and Duties | |
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| Advantages of Limited Partnerships | |
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| Disadvantages of Limited Partnerships | |
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| Formation of Limited Partnerships | |
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| Transferability of Interest | |
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| Actions by Limited Partners | |
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| Dissolution and Winding Up of Limited Partnerships | |
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| Cancellation of Limited Partnership Certificate | |
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| Taxation of Limited Partnerships | |
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| Family Limited Partnerships | |
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| Limited Liability Limited Partnerships | |
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| Uniform Limited Partnership Act of 2001 | |
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| Role of Paralegal | |
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| Resource Guide | |
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| Web Resources | |
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| Discussion Questions | |
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| Registered Limited Liability Partnerships | |
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| Chapter Overview | |
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| Characteristics of Registered Limited Liability Partnerships | |
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| Governing Law | |
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| Advantages of LLPs | |
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| Disadvantages of LLPs | |
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| Formation of LLPs | |
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| Operation of LLPs | |
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| Transferability of Interest and Admission of New Members | |
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| Dissolution and Liquidation of LLPs | |
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| Taxation of LLPs | |
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| Growth and Trends in LLPs | |
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| Role of Paralegal | |
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| Resource Guide | |
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| Web Resources | |
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| Discussion Questions | |
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| Limited Liability Companies | |
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| Chapter Overview | |
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| Characteristics of Limited Liability Companies | |
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| Governing Law | |
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| Advantages of LLCs | |
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| Disadvantages of LLCs | |
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| Formation of LLCs | |
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| Transferability of Interest | |
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| Actions by LLC Members | |
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| Dissociation and Dissolution of LLCs | |
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| Conversions and Mergers | |
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| Taxation of LLCs | |
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| Growth and Trends in LLCs | |
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| Professional Limited Liability Companies | |
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| Role of Paralegal | |
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| Resource Guide | |
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| Web Resources | |
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| Discussion Questions | |
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| Other Unincorporated Organizations | |
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| Chapter Overview | |
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| Joint Ventures | |
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| Mining Partnerships | |
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| Joint Stock Companies | |
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| Business Trusts | |
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| Real Estate Investment Trusts | |
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| Role of Paralegal | |
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| Resource Guide | |
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| Web Resources | |
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| Discussion Questions | |
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| Introduction to Corporations | |
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| Chapter Overview | |
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| Characteristics of Corporations | |
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| History and Governing Law | |
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| The Corporation as a Person | |
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| Corporate Powers and Purposes | |
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| Types of Corporations | |
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| Advantages and Disadvantages of Incorporation | |
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| Role of Paralegal | |
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| Resource Guide | |
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| Web Resources | |
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| Discussion Questions | |
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| Formation of Corporations | |
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| Chapter Overview | |
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| Preincorporation Activities by Promoters | |
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| Selection of Jurisdiction in Which to Incorporate | |
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| The Corporate Name | |
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| Articles of Incorporation | |
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| Post-Incorporation Activities | |
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| Defects in Incorporation Process | |
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| Role of Paralegal | |
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| Resource Guide | |
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| Web Resources | |
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| Discussion Questions | |
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| Corporate Finances | |
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| Chapter Overview | |
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| Introduction to Securities | |
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| Equity Securities | |
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| Debt Securities | |
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| Taxation of Corporations | |
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| Role of Paralegal | |
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| Resource Guide | |
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| Web Resources | |
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| Discussion Questions | |
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| Corporate Management | |
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| Chapter Overview | |
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| Shareholders' Rights and Responsibilities | |
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| Directors' Rights and Responsibilities | |
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| Corporate Scandals, Reform, and Governance | |
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| Rights and Duties of Officers | |
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| Role of Paralegal | |
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| Resource Guide | |
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| Web Resources | |
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| Discussion Questions | |
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| Corporate Dividends | |
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| Chapter Overview | |
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| Introduction to Dividends | |
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| Restrictions Relating to Dividends | |
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| Effect of Illegal Dividends | |
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| Procedure for Declaring and Paying Dividends | |
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| Right to Dividends | |
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| Tax Considerations | |
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| Stock Splits | |
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| Purchase by a Corporation of Its Own Shares | |
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| Role of Paralegal | |
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| Resource Guide | |
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| Web Resources | |
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| Discussion Questions | |
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| Securities Regulation and the Stock Exchanges | |
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| Chapter Overview | |
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| Introduction to Investor Protection | |
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| Going Public | |
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| Securities Act of 1933 | |
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| Securities Exchange Act of 1934 | |
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| Edgar | |
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| State Securities Regulation | |
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| The Securities Markets | |
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| Trading in Cyberspace | |
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| Stock Market Indexes | |
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| Glossary of Financial Terms | |
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| Role of Paralegal | |
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| Resource Guide | |
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| Web Resources | |
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| Discussion Questions | |
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| Changes in the Corporate Structure and Corporate Combinations | |
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| Chapter Overview | |
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| Amending the Articles of Incorporation | |
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| Restating the Articles of Incorporation | |
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| Amending the Bylaws of the Corporation | |
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| Corporate Combinations | |
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| Role of Paralegal | |
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| Resource Guide | |
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| Web Resources | |
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| Discussion Questions | |
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| Qualification of Foreign Corporations | |
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| Chapter Overview | |
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| Basis for Qualification | |
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| Transacting Business | |
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| Procedures in Qualification | |
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| Effects of Qualifying | |
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| Effects of Failure to Qualify | |
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| Effect of Changes to Domestic Corporation | |
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| Withdrawal of Foreign Qualification | |
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| Revocation of Qualification by State | |
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| Role of Paralegal | |
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| Resource Guide | |
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| Web Resources | |
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| Discussion Questions | |
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| Termination of Corporate Existence | |
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| Chapter Overview | |
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| Dissolution | |
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| Liquidation | |
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| Distributions to Shareholders | |
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| Directors' Duties to Minority Shareholders | |
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| Corporate Bankruptcy | |
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| Role of Paralegal | |
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| Resource Guide | |
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| Web Resources | |
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| Discussion Questions | |
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| Corporate Variations | |
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| Chapter Overview | |
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| Close Corporations | |
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| Nonprofit Corporations | |
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| Parent and Subsidiary Corporations | |
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| Professional Corporations | |
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| S Corporations | |
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| Role of Paralegal | |
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| Resource Guide | |
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| Web Resources | |
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| Discussion Questions | |
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| Employee Compensation and Employment Agreements | |
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| Chapter Overview | |
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| Employee Compensation | |
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| Employment Agreements | |
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| Role of Paralegal | |
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| Resource Guide | |
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| Web Resources | |
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| Discussion Questions | |
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| Special Topics in Business Law | |
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| Chapter Overview | |
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| Ethics | |
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| Common Interdisciplinary Issues | |
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| Transactional and Business Law Practice | |
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| Role of Paralegal | |
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| Resource Guide | |
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| Web Resources | |
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| Discussion Questions | |
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| Secretaries of State and State Corporations Statutes | |
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| Uniform Partnership Act (1914) | |
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| Revised Uniform Partnership Act (1997) | |
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| General Partnership Agreement | |
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| Revised Uniform Limited Partnership Act (1976) with 1985 Amendments | |
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| Model Business Corporation Act | |
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| Corporate Bylaws | |
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| Written Consent in Lieu of the Organizational Meeting | |
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| Shareholders' Buy-Sell Agreement | |
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| Letter of Intent | |
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| Glossary | |
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| Index | |