Michigan Corporate Practice and Forms Manual
Prominent Michigan attorneys have drawn from their 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 355 electronic forms.
This exhaustive Manual, with its more than 1,610 pages of valuable content, provides appropriate statutes and regulations – complemented by thorough discussions and analyses of any changing federal or Michigan 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.
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SUMMARY TABLE OF CONTENTS
Chapter 1: How to Use This Work - Summary of Terms, Abbreviations and Conventions
Chapter 2: Overview of the MBCA
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: Department of Consumer and Industry Services and Other Official Forms and Filing Procedures
Chapter 6: Reserved
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: Reserved
Chapter 20: Foreign Corporations
Chapter 21: Nonprofit Corporations
Chapter 22: Reserved
Chapter 23: Execution of Corporate Documents
Chapter 24: Arbitration Provisions in Corporate Governance Documents
Chapter 25: Representations and Warranties
Chapter 26: Mergers, 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: Reserved
Chapter 31: Dissenters Rights
Chapter 32: Shareholders' Agreements
Chapter 33: Employmebnt 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
Chapters 41-43: Reserved
Chapter 44: Alternative Dispute Resolution
Chapter 45: Antidilution Adjustments
Chapter 46: The Public Offering Process
Chapter 47: Consequences of Public Ownership
Chapter 48: Capital Raising in Private Placements
Chapter 49: Dividend Reinvestment and Stock Purchase Plans
Chapter 50: Debt Instruments
Chapter 51: Stock Option / Incentive Plans
Chapter 52: Shareholder Rights Plans or "Poison Pills"