Kansas Corporate Practice and Forms: The Foulston Siefkin Manual
Prominent Kansas attorney, Jason P. Lacey, 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 dynamic Manual featuring a bonus CD with more than 310 electronic forms.
This exhaustive Manual, with its more than 2,200 pages of valuable content, will help you stay current and efficient by providing appropriate statutes and regulations – complemented by Mr. Lacey’s thorough discussions and analyses of any changing federal or Kansas 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.
Recent updates include:
- Many enhancements to chapter 11 (bylaws), including extensive discussion of recent Delaware case law on the enforceability of certain bylaw provisions.
- Expanded discussion of the use of alternative dispute resolution procedures, including arbitration clauses, in corporate documents.
- Copies of the most current versions of many recently updated official forms from the Kansas Secretary of State.
Jason P. Lacey, Esq., a partner with Foulston Siefkin, LLP, practices primarily in the areas of income taxation, ERISA, employee benefits, and executive compensation. He assists both taxable and tax-exempt employers with a wide variety of employee benefit and executive compensation issues, including design and administration of welfare benefit plans and qualified and nonqualified pension, retirement savings, and deferred compensation plans. Mr. Lacey also represents clients with respect to the tax and business aspects of entity formation, tax-advantaged exchanges and reorganizations, and tax controversies, and has significant practice experience in the areas of estate administration, estate and gift taxation, and the federal tax aspects of municipal finance transactions. He has been selected by his peers for inclusion in The Best Lawyers in America® and Chambers USA as a leading business attorney in the United States, and in 2014, he was named the Wichita Employee Benefits (ERISA) Lawyer of the Year by The Best Lawyers in America.®
Mr. Lacey is also a co-author of the Kansas Limited Liability Company: Forms and Practice Manual published by Data Trace Publishing. He received his B.M. from Wichita State University (summa cum laude), his J.D. from the University of Kansas (Order of the Coif, Articles Editor - University of Kansas Law Review), and his LL.M. (taxation) from New York University (Graduate Editor - Tax Law Review).
» 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: The Forms − Suggestions for Their Use, Our Drafting Approach and a Philosophy for Drafting Agreements
Chapter 3: An Overview of the GCC
Chapter 4: Secretary of State and Other Official Forms and Filing Procedures
Chapter 5: The Incorporation Process
Chapter 6: Articles of Incorporation
Chapter 7: Amendment of Articles of Incorporation
Chapter 8: Capital Stock Generally and Common Stock Provisions
Chapter 9: Preferred Stock Provisions
Chapter 10: Stock Certificates and Uncertificated Shares
Chapter 11: Bylaws
Chapter 12: The Board of Directors and Officers
Chapter 13: Stockholder Matters
Chapter 14: Meetings of Stockholders
Chapter 15: Minutes and Resolutions
Chapter 16: Dissolution
Chapter 17: Foreign Corporations
Chapter 18: Nonprofit Corporations
Chapter 19: Close Corporations
Chapter 20: Execution of Corporate Documents
Chapter 21: Letters of Intent
Chapter 22: Confidentiality Agreements
Chapter 23: Standstill and No Shopping Agreements
Chapter 24: Representations and Warranties
Chapter 25: Mergers, Consolidations, Asset Sales and Business Combinations Generally
Chapter 26: The Business Entity Transactions Act
Chapter 27: Dissenters’ Rights
Chapter 28: Acquisition Forms Generally
Chapter 29: Stock Purchase Agreement
Chapter 30: Asset Purchase Agreement
Chapter 31: Stockholders’ Agreements
Chapter 32: Employment Agreements
Chapter 33: Stock Purchase Warrants
Chapter 34: Voting Trusts
Chapter 35: Final and Formal Agreement Provisions
Chapter 36: Registration Rights Agreements − Variables and Practical Considerations
Chapter 37: Antidilution Adjustments
Chapter 38: Alternative Dispute Resolution
Chapter 39: Arbitration Provisions in Governance Documents
Chapter 40: The Public Offering Process
Chapter 41: Consequences of Public Ownership
Chapter 42: Capital Raising Private Placements
Chapter 43: Dividend Reinvestment and Stock Purchase Plans
Chapter 44: Equity Compensation Plans
Chapter 45: Debt Instruments
Chapter 46: Piercing the Corporate Veil
Chapter 47: Shareholder Rights Plans or “Poison Pills”
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