Missouri Corporate Practice and Forms: The Bryan Cave Leighton Paisner Manual
Prominent Missouri attorney, Thomas Van Dyke, 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 280 electronic forms.
This exhaustive Manual, with its more than 1,690 pages of valuable content, will help you stay current and efficient by providing appropriate statutes and regulations – complemented by Mr. Van Dyke’s thorough discussions and analyses of any changing federal or Missouri 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:
The Incorporation Process
- Revised discussion concerning biennial corporate registration reports
Meetings of Shareholders
- New discussion regarding virtual and electronic shareholder meetings
- New citations regarding voting lists and conduct of officers at shareholder meetings
- Updated sections related to providing notice of a meeting, elections of directors and director nominations
Dissolution
- New Request for Tax Authorization form
Statutory Close Corporations
- Updated discussion regarding transfers of closely-held stock, shareholder dissent and shareholder rights to dissolve the corporation
Representations and Warranties
- Added discussion on the use of representation and warranty insurance
- Updated discussion concerning sandbagging
Mergers, Consolidations, etc.
- New form for Articles of Merger between a parent and subsidiary organization
Capital Raising in Private Placements
- Updated Form D filing
- New discussion of electronic filing requirements for Form D filings
Equity Compensation Plans
- Revised discussion of IRS Section 162(m)
Thomas Van Dyke, Esquire, senior counsel at Bryan Cave Leighton Paisner LLP, Missouri’s largest law firm, practices business law, concentrating in the areas of securities, mergers and acquisitions, and general commercial practice. From July 1963 through June 1965, he served on the staff of the Securities and Exchange Commission, including a year as assistant to one of the five commissioners.
In his securities practice, Mr. Van Dyke has represented issuers and underwriters in public offerings and private placements; prepared and reviewed proxy statements and other periodic filings under the Exchange Act; represented clients in proxy contests; represented non-interested directors of an investment company; and handled civil litigation under the securities laws. In his mergers and acquisition practice, he has represented several management groups in leveraged buyouts; represented both buyers and sellers of private and public companies; and represented venture capital groups in connection with compliance with their fiduciary obligations in the context of the sale of a company. His commercial practice includes the formation of new entities, including corporations, partnerships and limited liability companies, reorganizations, spin-offs, and restructurings.
Mr. Van Dyke is a member of the Missouri, Kansas, and Kansas City Metropolitan Bar Associations as well as the American Law Institute. He received his A.B. from the University of Kansas and his J.D. from the University of Michigan (Order of the Coif).
» 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 G&BCL
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: Share Certificates and Uncertificated Shares
Chapter 11: Bylaws
Chapter 12: The Board of Directors and Officers
Chapter 13: Shareholder Matters
Chapter 14: Meetings of Shareholders
Chapter 15: Minutes and Resolutions
Chapter 16: Dissolution
Chapter 17: Foreign Corporations
Chapter 18: Nonprofit Corporations
Chapter 19: Statutory 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, Share Exchanges and Business Combinations Generally
Chapter 26: Dissenters’ Rights
Chapter 27: Acquisition Forms Generally
Chapter 28: Stock Purchase Agreement
Chapter 29: Asset Purchase Agreement
Chapter 30: Shareholders’ Agreements
Chapter 31: Employment Agreements
Chapter 32: Stock Purchase Warrants
Chapter 33: Voting Trusts
Chapter 34: Final and Formal Agreement Provisions
Chapter 35: Registration Rights Agreements—Variables and Practical Considerations
Chapter 36: Antidilution Adjustments
Chapter 37: Alternative Dispute Resolution
Chapter 38: Reserved
Chapter 39: Reserved
Chapter 40: Capital Raising in Private Placements
Chapter 41: Dividend Reinvestment and Stock Purchase Plans
Chapter 42: Equity Compensation Plans
Chapter 43: Shareholder Rights Plans or “Poison Pills”
Chapter 44: Debt Instruments
Chapter 45: Piercing the Corporate Veil
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