A Legal Guide to United States Business Organizations [electronic resource] : The Law of Partnerships, Corporations, and Limited Liability Companies /
Balouziyeh, John M.B.author.
This volume provides an overview of United States federal and state law governing business organizations. The chapters take the reader through a step-by-step exposition of the most basic sole proprietorships to the most complex multi-tiered conglomerates. Among the business organizations treated are partnerships with their various modalities (general partnerships, limited partnerships, limited liability partnerships), corporations (including closely held corporations, public corporations and other variations) and limited liability companies. The case law and statutes governing the full menu of business organizations are systematically analyzed and presented. Leading cases at both the federal and state level as well as model legislation such as the Uniform Partnership Act and enacted legislation are further examined. Other topics covered include Agency and partnerships, Accounting, taxation and finance, Startup corporations and venture capital, Fiduciary duties and shareholder control, Mergers and acquisitions.
Preface; Abbreviations; Contents; Part I: Introduction and General Principles; Chapter 1: Introduction; 1.1 Preliminary Notes; 1.2 Intended Audience; 1.3 A Note on the American Case Law; 1.4 The Business Organization: An Overview; 1.4.1 Definition; 1.4.2 The Variety of Business Organizations; 1.5 Factors to Consider When Choosing a Business Entity; 1.5.1 General Overview; 1.5.2 Factors; 1.5.2.1 Tax Treatment; 1.5.2.2 Owners ́ Liability; 1.5.2.3 Governance; 1.5.2.4 Raising Capital; 1.5.2.5 Exit Strategies; Chapter 2: Agency; 2.1 Defining Agency
2.2 Liability of Principals to Third Parties in Tort2.2.1 Servant Versus Independent Contractor; 2.2.2 Liability for Torts of Independent Contractors; 2.2.3 Scope of Employment; 2.2.4 Statutory Claims; 2.3 Liability of Principals to Third Parties in Contract; 2.3.1 Actual Authority; 2.3.2 Apparent Authority; 2.3.3 Inherent Agency Power; 2.3.4 Ratification; 2.3.5 Estoppel; 2.3.6 Agent ́s Liability on the Contract; 2.4 Fiduciary Obligations of Agents; 2.4.1 Duties During Agency; 2.4.2 ``Grabbing and Leaving ́ ́; Chapter 3: Accounting and Finance; 3.1 Principles of Accounting
3.1.1 Three Basic Accounting Formats3.1.1.1 Balance Sheets; 3.1.1.2 Income Statements; 3.1.1.3 Cash Flow Summaries; 3.1.2 Debits, Credits, and Double-Entry Bookkeeping; 3.1.3 Boundary Problems; 3.1.4 Accounting Standards; 3.2 Principles of Finance; 3.2.1 The Theory of the Firm; 3.2.2 The Time Value of Money; 3.2.2.1 Overview; 3.2.2.2 Present Value of a Single Future Payment; 3.2.2.3 Internal Rates of Return; 3.2.2.4 Valuing Streams of Future Payments; 3.3 Conclusion; 3.3.1 Other Concepts in Corporate Finance; 3.3.2 The Application of Double Taxation
Part II: The Sole Proprietorship and PartnershipsChapter 4: Sole Proprietorships; 4.1 Characteristics; 4.2 Credit, Financing, and Unlimited Liability; 4.2.1 The Use of Credit and Leveraging; 4.2.2 Taxes and Creditors; 4.2.3 Liability; 4.3 Employees, Relationships and Duties; Chapter 5: Partnerships; 5.1 Characteristics; 5.2 Partnership Variations; 5.2.1 General Partnerships; 5.2.2 Limited Partnerships; 5.2.3 Limited Liability Partnerships; 5.2.4 Limited Liability Limited Partnerships; 5.2.5 Mining Partnerships; 5.3 The Partners; 5.3.1 Partners Compared with Employees
5.3.2 Partners Compared with Lenders5.3.3 Partnership by Estoppel; 5.3.4 Partnership Property; 5.4 Binding the Partnership; 5.5 Fiduciary Obligations; 5.5.1 Past Partners; 5.5.2 Full Disclosure; 5.6 Partnership Dissolution; 5.6.1 Introduction; 5.6.2 Two Kinds of Partnerships; 5.6.3 The Consequences of Dissolution; 5.6.4 Buyout Agreements; 5.6.5 Law Partnership Dissolutions; Part III: The Corporation; Chapter 6: Introduction to the Corporation; 6.1 Characteristics; 6.1.1 Overview; 6.1.2 Formation; 6.1.3 Control; 6.1.4 Double Taxation; 6.2 The Internal Affairs Rule
6.3 The Scope of Corporate Purpose
Includes index.
This volume provides an overview of United States federal and state law governing business organizations. The chapters take the reader through a step-by-step exposition of the most basic sole proprietorships to the most complex multi-tiered conglomerates. Among the business organizations treated are partnerships with their various modalities (general partnerships, limited partnerships, limited liability partnerships), corporations (including closely held corporations, public corporations and other variations) and limited liability companies. The case law and statutes governing the full menu of business organizations are systematically analyzed and presented. Leading cases at both the federal and state level as well as model legislation such as the Uniform Partnership Act and enacted legislation are further examined. Other topics covered include Agency and partnerships, Accounting, taxation and finance, Startup corporations and venture capital, Fiduciary duties and shareholder control, Mergers and acquisitions.
Private international law.
Conflict of laws.
Tax accounting.
Tax laws.
International law.
Trade.
Finance.
Commercial law.
Leadership.
Private International Law, International & Foreign Law, Comparative Law .
Business Taxation/Tax Law.
International Economic Law, Trade Law.
Finance, general.
Commercial Law.
Business Strategy/Leadership.