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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 | |