Legal Guidebook for Closely Held Corporations

The Guidebook replaces Managing Closely Held Corporations: A Legal Guidebook, published in 2003. Given the time lapse, this new edition is thoroughly updated with new added topics that have emerged in the last two decades. Prepared by the Corporate Laws Committee, the Guidebook provides basic concepts of a closely held corporation and identifies the characteristics that are fundamentally different from publicly held businesses.

Unique from other resources on the subject, the Guidebook covers:

• The special concerns and challenges involved in closely held corporations
• Legal concerns of directors, officers, and shareholders as they hold a much greater congruency of decision-making and risk-taking in a closely held corporation
• The law of corporate governance - the legal rules relating to the respective powers and duties of directors, officers, and shareholders
• The articles of incorporation and bylaws of the corporation
• The importance and flexibility of private ordering to address the bespoke nature of many closely held corporate governance structures, including the use of particular provisions in the governing documents to alter the statutory default rules for corporate governance
• Mergers, asset sales, and entity changes
• Buy-sell agreements and transfer restrictions
• Corporate record-keeping requirements and directors' rights with respect to a corporation's books and records
• And more.

This book was published on 6/16/2023.