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California Corporate Practice and Forms: The Greenberg Traurig Manual

by Jack McBride, Esquire

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$299.90
  • Updated annually
  • Second Edition published 2013
  • 3 volumes, 1,740+ pages, 265+ forms
  • ISBN# 1-57400-046-2
  • Includes a forms CD

California Corporate Practice and Forms: The Greenberg Traurig Manual

California Corporate Practice and Forms: The Greenberg Traurig Manual

Prominent California attorney, Jack McBride, Esq., has drawn from his extensive experience to bring you insightful, instructive discussions, analyses, and strategies for virtually every corporate law situation you may encounter in this Second Edition 2013 Manual featuring a bonus CD with more than 280 electronic forms.

This exhaustive Manual, with its more than 1,700 pages of valuable content, will help you stay current and efficient by providing appropriate statutes and regulations – complemented by Mr. McBride’s thorough discussions and analyses of any changing federal or California state laws. Plus, you’ll be expertly guided through an extensive selection of appropriate corporate forms, using an easy-to-follow format. Included are customizable e-forms, plus planning strategies for a full range of corporations from closely-held private companies to large public companies.

Past Updates Include:

  • Understand the Current Law Involving Corporations – Along with many game changing developments in federal securities laws over the last few years, including the passage of the JOBS Act, important California-specific legislative changes have gone into effect as of January 1, 2013 that corporate practitioners must understand to practice effectively in California.
  • Reference Valuable Case Law – Certain sections of the Manual such as Shareholder Rights Plans or Poison Pills have been extensively rewritten to reflect recent important case law developments.  In addition, all case citations, footnotes and cross references within the Manual have been meticulously reviewed and revised for accuracy and relevancy. 

Jack McBride, Esquire, a shareholder at Greenberg Traurig LLP, focuses his practice on corporate law, mergers and acquisitions, and private equity. He has experience in a wide range of industries, including media, financial services, technology, manufacturing, aerospace, and consumer products, and has represented acquirers, sellers, and others in connection with a wide variety of both public and private transactions.

For more than 30 years, Mr. McBride has advised boards, special committees, and executive management regarding mergers and acquisitions, joint ventures, financing, and other deal strategies and structures. He has served as a legal advisor to corporations, private equity, and other financial services firms, providing them with strategic and day-to-day legal advice and has also served as general counsel to a major national media company where he was responsible for all of its corporate, real estate, financing, intellectual property, and other legal matters.

Mr. McBride earned his M.A. degree from the University of St. Andrews (with high honors) in 1977 and his J.D. degree from the St. John’s University School of Law in 1982.

» View Full Table of Contents [PDF]

SUMMARY TABLE OF CONTENTS

 Chapter 1: How to Use This Work — Summary of Terms, Abbreviations and Conventions

Chapter 2: California, the Law of Choice for Many California-Based Corporations

Chapter 3: The Forms — Suggestions for Their Use, Our Drafting Approach and a Philosophy for Drafting Agreements

Chapter 4: Overview of the Law

Chapter 5: Secretary of State and Other Forms and Filing Procedures

Chapter 6: Section 2115 of the CGCL: The Quasi California Corporation

Chapter 7: The Incorporation Process

Chapter 8: Articles of Incorporation

Chapter 9: Capital Stock Generally and Common Stock Provisions

Chapter 10: Preferred Stock Provisions

Chapter 11: Bylaws

Chapter 12: The Board of Directors and Officers

Chapter 13: Shareholder Matters

Chapter 14: Minutes and Resolutions

Chapter 15: Amendment of Articles of Incorporation

Chapter 16: Dissolution

Chapter 17: Meetings of Shareholders

Chapter 18: Share Certificates and Uncertificated Shares

Chapter 19: Transactions with Affiliates

Chapter 20: Foreign Corporations

Chapter 21: Nonprofit Corporations

Chapter 22: Statutory Close Corporations

Chapter 23: Execution of Corporate Documents

Chapter 24: Stock Splits, Dividends and Recapitalizations

Chapter 25: Representations and Warranties

Chapter 26: Mergers, Consolidations, Asset Sales, Share Exchanges and Business Combinations Generally

Chapter 27: Acquisition Forms Generally

Chapter 28: Stock Purchase Agreement — Long Form

Chapter 29: Asset Purchase Agreement — Long Form

Chapter 30: Mergers of Corporations and Other Business Entities

Chapter 31: Dissenters Rights

Chapter 32: Shareholders’ Agreements

Chapter 33: Employment Agreements

Chapter 34: Stock Purchase Warrants

Chapter 35: Voting Trusts

Chapter 36: Registration Rights Agreements — Variables and Practical Consideration

Chapter 37: Final and Formal Agreement Provisions

Chapter 38: Letters of Intent

Chapter 39: Confidentiality Agreements

Chapter 40: Standstill and No Shopping Agreements

Chapter 41: Trademarks

Chapter 42: Flexible Benefit and Benefit Corporation

Chapter 43: Alternative Dispute Resolution

Chapter 44: Antidilution Adjustments

Chapter 45: The Public Offering Process

Chapter 46: Consequences of Public Ownership

Chapter 47: Raising Capital in Private Placements

Chapter 48: Debt Instruments

Chapter 49: Stock Option/Incentive Plans

Chapter 50: Shareholder Rights Plans or “Poison Pills”

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