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

by Paul M. William, Esq.

$384.90

  • Updated annually
  • 3 volumes, 1,690+ pages, 280+ forms
  • ISBN# 1-57400-041-1
  • All forms available in electronic format.

Description

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

Prominent Missouri 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 more than 280 electronic forms.

This exhaustive Manual, with more than 1,690 pages of valuable content, will help you stay current and efficient by providing appropriate statutes and regulations – complemented by 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 checklist to form a corporation

Secretary of State and Amendments to Articles of Incorporation

  • Updates to reflect the Missouri Secretary of State’s revised website and guidance regarding use of originals in state filings

Nonprofit Corporations

  • Multiple revisions reflecting Missouri tax status letters and real estate tax exemptions

Execution of Corporate Documents

  • Updated Missouri law governing the use of electronic signatures

Acquisition Forms Generally

  • Updated Form Articles and Plan of Consolidation

Employment Agreements

  • Guidance on local ordinances relevant to job applications

Capital Raising in Private Placements

  • Updated discussion of new SEC rules for exempt offerings of securities
  • Integrated new SEC standards for offerings to “accredited investors”
  • New summary chart of exempt capital fundraising rules
  • Proposed SEC rules related to exempt securities offered to “employees”

Equity Compensation Plans

  • Discussion of trends in director conflict of interest litigation

Paul M. William is a Partner at Bryan Cave Leighton Paisner LLP. Mr. William is a member of the Securities and Corporate Governance and M&A and Corporate Finance Client Service Groups, which are each part of the Corporate Department of the Firm. Mr. William graduated from William Jewell College in 2000 and earned his J.D. from Fordham University Law School in 2003. Mr. William’s practice focuses on corporate finance matters, mergers and acquisitions, and SEC reporting for businesses at any stage of their development. He regularly advises start-up companies that are raising capital and supports established public companies fulfilling their SEC reporting obligations. He routinely counsels clients on corporate governance, contractual, and general business matters in a number of different economic sectors and industries.

» 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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