CHAPTER 1
Lawyer-Client Relations in the Business Law Context
Initial Client Contact; Identifying the Client; Accepting and Declining Representation; Scope of Services; Fees; Retention Agreements; Avoiding Conflicts; Other Ethical Issues; Good Lawyering
– Judith M. Rush

CHAPTER 2
Choice of Entity
Types of Entities; Sole Proprietorships; General Partnerships; Other Partnership Formats; Corporations; Limited Liability Companies; Business Trusts; Entity Classification for Tax Purposes; Critical Factors in Choosing Entity; Tax Considerations
– Alan M. Gilbert, William M. Mower & Susan Markey

CHAPTER 3
Business Formation Process and Documents
General Overview; Incorporation/Organization Checklist; State of Incorporation; Formation and Formation Documents; Additional Formation Documents; Governance Documents; Chapter 3 Appendices
– Kimberly A. Lowe

CHAPTER 4
Initial Capitalization and Financing/Employee Ownership
Capitalization; Control Issues; Minority Owner Rights; Founder Financing; Commercial Bank Financing; Employee Equity Incentive Compensation
– E. Patrick Shriver

CHAPTER 5
Executive Compensation
Introduction; Establishing the Terms of Employment; Providing for Retirement: Deferred Compensation; Tax Considerations For Deferred Compensation and other Executive Benefit Arrangements; Unfunded Status of Nonqualified Deferred Compensation Plans; Special Issues for Tax-Exempt and Governmental Employers; Special Issues for Public Companies; Special Considerations for Partnerships and LLCs
– Ed Wegerson

CHAPTER 6
Corporate Governance/Board of Directors
Amending Articles and Bylaws; Actions Without Meetings; Cumulative Voting for Directors; Liability for Directors and Limiting Liability; Preemptive Rights; Voting Rights; Classes of Stock; Conflicts of Interest; Fiduciary Duty; Right to Inspect Records; Indemnification; use of Advisory Boards; Dividends and Stock Splits
– Mark D. Williamson & Maxwell J. Bremer

CHAPTER 7
Equity Holder Agreements
Overview; Buy-Sell Provisions; Buy-Sell Agreements’ Role In Shareholder Litigation
– Don Willeke

CHAPTER 8
Private Capital Formation
Introduction; Securities and Registration Concerns; Federal Exemptions; Minnesota and Other State Exemptions; Integration; Anti-Fraud Considerations; Disqualification Provisions; Restrictions on Resale of Securities; Seed Rounds: Initial Financing Sources; Preparing for the Next Level of Financing; Other Pre-Institutional Rounds; Subsequent Rounds in a Limited Liability Company; Venture Capital Investment
– Thomas G. Lovett IV & April M. Hamlin

CHAPTER 9
Limited Liability, Piercing the Corporate Veil, Reverse Piercing and Successor Liability
Limited Liability; Exceptions to Limited Liability; Piercing the Corporate Veil; Reverse Piercing; Successor Liability
– Hannah E. Bellanger

CHAPTER 10
Sales and Mergers of Corporations and Limited Liability Companies in Minnesota
Motives for Mergers and Acquisitions; Professionals in the M&A Process; Confidentiality Agreements; Letters of Intent; Due Diligence; Structuring the M&A Transaction; Asset Purchase; Stock or Membership Interest Purchase; Merger; Spin Out; Special Considerations in Minnesota Stock Transactions; Types of Transaction Consideration; Basic Tax Considerations; Ancillary Documents in M&A Transactions; Pre-Closing Considerations and Closing
– Peter V. Michaud

CHAPTER 11
Dissolution, Liquidation, Receivership, and Bankruptcy
Definitions and Context; Voluntary Dissolution by Shareholders/Members; Statutory Dissolution and De Facto Dissolution; Involuntary Dissolution; Corporate Receivership/Assignment for the Benefit of Creditors; Bankruptcy Considerations
– James C. Brand

• Decline Representation Form   (Chapter 1)
• Representation Form   (Chapter 1)
• Engagement Form   (Chapter 1)
• Corporation Formation Checklist  (Chapter 3)
• Form Articles of Incorporation  (Chapter 3)
• Form of Bylaws   (Chapter 3)
• First Meeting Minutes   (Chapter 3)
• Subscription Agreement   (Chapter 4)
• Statement of Preferences (Form A)  (Chapter 4)
• Statement of Preferences (Form B)  (Chapter 4)
• Asset Purchase Agreement   (Chapter 10)
• Articles of Merger   (Chapter 10)
• Stock Purchase Agreement   (Chapter 10)

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