Business Organization
The Business Organization section of FindLaw’s Corporate Counsel Center provides information on matters such as Joint Ventures, Liability for Acts of Dissolved Corporations, and more. Click on the articles below to learn about limited liability companies that give you the tax advantages of a partnership with the liability protection of a corporation. Or browse the section on how S corporations can provide significant tax advantages over C corporations in the right circumstances. Find more about these and other subjects under Corporate Governance.
Corporate Governance
Business Organization Articles
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Limited Liability Company in California
A limited liability company (LLC) is a business entity that is essentially a hybrid of a corporation and partnership. An LLC is an entity having two or more members that is organized under the Beverly-Killea Limited Liability Company Act. The ...
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Limited Liability Corporation Act Amendments
Michigan's Limited Liability Company Act as amended in 1997 provides substantive changes which bring the Act in line with recent Internal Revenue Service rulings. Prior to the amendment, the limited liability company form was of limited utility in ...
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Litigating Insider Misconduct
Few aspects of the practice of law are as challenging, frustrating and exhilarating as investigating and litigating cases of insider fraud. Enough ethical, tactical and evidentiary issues are subsumed in each case to dizzy even the seasoned ...
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Litigation Prompted by Proposed BGE-PEPCO Merger Sheds Light on Important Issues of Corporate Law
In September 1995, Baltimore Gas and Electric Company ("BGE") and Potomac Electric Power Company ("PEPCO") announced that they had agreed to merge. More than two years later, in the wake of regulatory developments that had had an adverse impact on ...
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Maximizing Shareholder Value: The Funco Experience
At midnight on June 13, 2000, Barnes & Noble, Inc. completed its tender offer for all of the outstanding shares of common stock of Funco, Inc., a publicly-held video game retailer with over 400 stores. More than 98% of the Funco shares were ...
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Memorandum on Limited Liability Companies
Forty-six states and the District of Columbia recently have adopted statutes that recognize a new type of business entity called a limited liability company ("")(1). We anticipate that LLCs will be widely used in place of limited partnerships in the ...
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Memorandum: SEC Final Rules, February 1, 2000: Audit Committee Structure and Membership for Publicly-Traded Companies
SEC Final Rule Regarding Audit Committee Disclosure; NASD, NYSE, and AMEX Rulemaking Regarding Audit Committee Structure and Membership. The SEC recently adopted final rules regarding corporate audit committees and financial statement reliability ...
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Mercier v. Inter-Tel and the Reformulation of the Blasius Standard
On August 14, 2007, the Delaware Court of Chancery decided Mercier v. Inter-Tel, Inc.1 One of the more interesting conclusions the court delivered was that the Blasius standard should be reformulated "as a genuine standard of review that is useful ...
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Minority Discounts In Judicially Ordered Sales
The Minnesota Court of Appeals in Advanced Communication Design, Inc. v. Follett, 601 N.W.2d 707 (Minn. Ct. App. Nov. 2, 1999) held that when a judicially ordered sale results in an oppressing shareholder becoming the sole owner of the corporation ...
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Modernizing North Carolina’s Business Environment
The recently-ended 1999 session of the General Assembly enacted little-noticed legislation (drafted by the Tax and Business Sections of the North Carolina Bar Association) that moves North Carolina's business entity statutes back to the leading edge ...
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