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.
This exhaustive Manual, with its more than 1,750 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.
The most recent update includes:
- Updates reflecting recent case law and California statutory developments with citations
- Numerous revised forms
- Revised Chapter 42 – discusses Social Purpose and Benefit Corporations
- New Sections §47-5. Crowdfunding; §47-5A. Elimination of Ban on General Solicitation and General Advertising; §47-5B. Disqualification of Issuers in Connection with Felons and “Bad Actors”; §47-5C. Regulation A+: Two New Alternatives for Capital Raises; and §47-5D. Alternatives to Registration
- New Chapter 51 which discusses the good, the bad, and the ugly pertaining to the California Revised Uniform LLC Act
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) and his J.D. degree from the St. John’s University School of Law.
» 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 Considerations
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: Social Purpose and Benefit Corporations
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”
Chapter 51: The California Revised Uniform Limited Liability Company Act: The Good, the Bad, and the Ugly