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Connecticut Corporation Law & Practice, Second Edition

Connecticut Corporation Law & Practice, Second Edition

By Marilyn J. Ward Ford
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Overview
Connecticut Corporation Law & Practice, Second Edition is a complete up-to-date guide to understanding Connecticut corporation law, both procedural and substantive.This single-volume treatise includes legislative history, major case law holdings and statutes, rules, and regulations governing the internal affairs of Connecticut corporations and limited liability companies, with special emphasis on such topics as mergers, tender offers, dissenter's rights, quorum and voting rights, directors' duties and liabilities, and the law governing foreign corporation

Connecticut Corporation Law & Practice, Second Edition provides full coverage of a wide range of material within a coherent and cohesive structure, including detailed analysis and discussion of changes in Connecticut law, which will have a significant impact on the formation, organization, operation, management, and dissolution of Connecticut corporations; recent case law developments; and analysis and discussion of the Connecticut Business Corporations Act, Tender Offer Act, and Limited Liability Company Act, with references to the Connecticut Nonstock Act . It also provides official forms and recent changes to the Revised Model Business Corporation Act.

Last Updated 09/13/2017
Update Frequency Updated annually
Product Line Wolters Kluwer Legal & Regulatory U.S.
ISBN 9780735511224
SKU 10046304-7777
Table of Contents

Acknowledgments

Chapter 1
History and Significance of the Connecticut Business Corporation Act

Chapter 2
Business Corporations

§2.01

Incorporating in Connecticut

§2.02

Limitations on Corporate Name

§2.03

Name Reservation and Registration

§2.04

Procedure for Incorporation

§2.05

Functions of the Secretary of State

§2.06

Service Fees

§2.07

Corporate Existence

§2.08

Certificate of Incorporation

§2.09

Corporate Powers

§2.10

Corporate Purposes

§2.11

Authorized Shares

§2.12

Minimum Capital

§2.13

Registered Office and Registered Agent

§2.14

Franchise Tax

§2.15

Organizing for Business

§2.16

Tax Considerations on Organizing

§2.17

Principal Office

§2.18

De Facto Corporations

§2.19

Professional Service Corporations

§2.20

Transaction of Business in Connecticut by Foreign Corporations

Chapter 3
Post-Incorporation

§3.01

Bylaws

§3.02

Corporate Seal

§3.03

Amendment of Certificate of Incorporation

§3.04

Failure to Organize

§3.05

Reports to the Secretary of State

§3.06

Meetings of Shareholders

§3.07

Books and Records

§3.08

Ultra Vires Acts

§3.09

Piercing the Corporate Veil

Chapter 4
Shareholders

§4.01

General Rights

§4.02

Taking Shareholder Action

§4.03

Eligibility to Vote

§4.04

Shareholders' Meetings

§4.05

Agreements by Shareholders

§4.06

Derivative Proceedings

Chapter 5
Directors and Officers

§5.01

Authority of Directors and Officers

§5.02

Manner of Acting

§5.03

Meetings of Directors

§5.04

Committees of the Board of Directors

§5.05

Qualification and Election of Directors

§5.06

Officers

§5.07

Resignation, Removal, and Vacancies

§5.08

Liabilities

§5.09

Indemnity by Corporation

§5.10

Business Judgment Rule

Chapter 6
Distributions and Shares

§6.01

Former CSCA Provisions

§6.02

Distributions to Shareholders

§6.03

Authorized Capital

§6.04

Shares

§6.05

Issuance of Shares

§6.06

Transfer of Shares

Chapter 7
Amendment of Certificate of Incorporation

§7.01

Power to Amend

§7.02

Authority to Amend

§7.03

Vote Required

§7.04

Certificate of Amendment

§7.05

Restated Certificate of Incorporation

§7.06

Amendment under Federal Reorganization

Chapter 8
Merger and Share Exchange

§8.01

Definitions and Authority

§8.02

Plan of Merger or Share Exchange

§8.03

Approval of Plan

§8.04

Amendment or Abandonment of Plan

§8.05

Merger and Share Exchange between Foreign and Domestic Corporations

§8.06

Merger with Subsidiary

§8.07

Effective Date

§8.08

Certificate of Merger or Share Exchange

§8.09

Effect of Merger or Share Exchange

Chapter 9
Sale of Assets

§9.01

Issues and Background

§9.02

Current Statutory Provisions

Chapter 10
Tender Offers

§10.01

Overview and Historical Background of Statutory Provisions

§10.02

Tender Offer Act

§10.03

Fair Price Provisions

§10.04

Control Share Acquisitions

Chapter 11
Appraisal Rights

§11.01

History and Purpose of Statutory Provisions

§11.02

Overview of Shareholder's Approval Rights

§11.03

Procedure for Exercise of Appraisal Rights

§11.04

Payment and Remedies of Dissatisfied Shareholders

§11.05

Judicial Appraisal Proceeding

§11.06

Exclusivity of Remedy

Chapter 12
Dissolution

§12.01

Methods of Dissolution

§12.02

Voluntary Dissolution

§12.03

Involuntary Dissolution

§12.04

Effect of Dissolution

§12.05

Federal Bankruptcy Law—A Brief Note

Chapter 13
Limited Liability Companies

§13.01

Advantages and Disadvantages of Limited Liability Companies

§13.02

Formation

§13.03

Members and Managers

§13.04

Contributions, Allocations, Distributions, and Transfer of Interests

§13.05

Amendment of Certificate of Organization

§13.06

Merger or Interest Exchange

§13.07

Dissolution

§13.08

Foreign Limited Liability Companies

Revenue Ruling 94-79

Forms

Appendices

 

Appendix A Connecticut Business Corporation Act

 

Appendix B Connecticut Stock Corporation Act

 

Appendix C Model Business Corporation Act

 

Appendix D Connecticut Uniform Limited Liability Company Act

 

Appendix E Nonstock Corporation Act

 

Appendix F Tender Offer Act

 

Appendix G Professional Service Corporations

 

Appendix H Recent Connecticut Legislation

Table of Cases

Index

Volumes