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Missouri Corporate Practice and Forms: The Bryan Cave Leighton Paisner Manual

by Thomas Van Dyke, Esquire

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$299.90
  • Updated annually
  • First Edition published 1998
  • 3 volumes, 1,965+ pages, 315+ forms
  • ISBN# 1-57400-041-1
  • Includes a forms CD

Missouri Corporate Practice and Forms: The Bryan Cave Leighton Paisner Manual

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 305 electronic forms.

This exhaustive Manual, with its more than 1,850 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:

 Preferred Stock Provisions

  • New discussion regarding redemption provisions and dividend payments
    • New case authority regarding rights of preferred shareholders

Shareholder Matters

  • New case authority regarding production of books and records and obligations owed to minority shareholders

Confidentiality Agreements

  • New discussion regarding legal obligations arising from receipt of confidential information
  • Updated checklist for drafting and review of such agreements

Standstill and No Shopping Agreements

  • New case authority regarding directors’ fiduciary obligations

Mergers, Consolidations, etc.

  • New discussion regarding provisions in agreements and legal remedies

Acquisition Agreements

  • New discussions regarding model definitions, earnout provisions, and material adverse change

Employment Agreements

  • New discussion regarding agreement provisions and alternative approaches
  • New proposed language for agreement terms

Registration Rights Agreements

  • New discussion regarding agreement provisions

Antidilution Adjustments

  • New discussion regarding agreement provisions and new case authority regarding antidilution clauses

Alternative Dispute Resolution

  • New case authority regarding scope of arbitrator’s jurisdiction versus court’s jurisdiction
  • New case authority regarding class action waivers and class arbitration of disputes

Capital Raising in Private Placements

  • Updated chart summarizing alternatives to registration

Equity Compensation Plans

  • New discussion regarding Dodd-Frank regulations affecting incentive-based compensation

 

 

 

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—Long Form

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: The Public Offering Process

Chapter 39: Consequences of Public Ownership

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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