Advising Oregon Businesses: Volume 5, 2010 Revision

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 In Stock
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 $198.00
Item Code:
 412.10K
 
SUMMARY
A comprehensive book of forms that cover all aspects of business practice and relate to material covered in the rest of the Advising Oregon Businesses series.
DESCRIPTION
1 volume; loose-leaf
1,124 pages
Publication Date: Oct. 13, 2010
Editorial Review Board: David C. Culpepper; Andrew H. Ognall; Jere M. Webb

Our popular Forms volume of Advising Oregon Businesses covers all aspects of business practice. Each form relates to material covered in the rest of the Advising Oregon Businesses series. Most forms include comments, citations to statutes and legal authorities, and alternative clauses to help you tailor them to your clients’ needs.

TABLE OF CONTENTS

Introductory Comment

PARTNERSHIPS
1 Partnership Agreement Checklist
2 Partnership Agreement
3 Limited Liability Partnership—Amendment to Partnership Agreement
4A Certificate of Limited Partnership
4B Agreement of Limited Partnership

LIMITED LIABILITY COMPANIES
5 Limited Liability Company Articles of Organization
6 Limited Liability Company Operating Agreement—Safe-Harbor Manager-Managed LLC
7 Limited Liability Company Operating Agreement—Simple Member-Managed LLC
8 Limited Liability Company Operating Agreement—Single-Member LLC

CORPORATIONS—ORGANIZATION
9 Letter to Client Regarding Incorporation of a Closely Held Business
10 Letter to Client Disclosing Potential Conflicts
11 Preincorporation Checklist
12 Articles of Incorporation—Business Corporation (Short Form)
13 Articles of Incorporation—Business Corporation (Long Form)
14 Articles of Incorporation—Professional Corporation
15A Articles of Incorporation—Nonprofit Public Benefit Corporation
15B Articles of Incorporation—Nonprofit Mutual Benefit Corporation
16 Bylaws—Business Corporation
17 Bylaws—Nonprofit Public Benefit Corporation
18 Bylaws—Nonprofit Mutual Benefit Corporation
19 Minutes of Organizational Meeting of Directors
20 Consent in Lieu of Organizational Meeting of Directors

CORPORATIONS—STOCK
21 Subscription Agreement
22 Stock Certificate for Common Stock
23 Stock Certificate for Preferred Stock
24 Legends for Stock Certificates
25 Affidavit of Loss of Stock Certificate and Indemnity Agreement
26 Buy-Sell Agreement
27A Voting Trust Agreement
27B Voting Trust Certificate
28 Voting Agreement
29 Irrevocable Authorization of a Proxy

CORPORATIONS—MEETINGS OF BOARD OF DIRECTORS
30 Notice of Special Meeting of Board of Directors
31 Waiver of Notice of Meeting of Board of Directors
32 Minutes of Annual Meeting of Board of Directors
33 Resolutions for Annual Meeting of Board of Directors

CORPORATIONS—MEETINGS OF SHAREHOLDERS
34 Notice of Meeting of Shareholders
35 Minutes of Meeting of Shareholders
36 Resolutions for Meeting of Shareholders
37 Certificate of Mailing
38 Proxy Statement for Annual Meeting of Shareholders
39 Proxy for Annual Meeting of Shareholders

OTHER CORPORATE MATTERS
40 Indemnification Agreement
41 Articles of Amendment to Articles of Incorporation—Before Shares Issued
42 Articles of Amendment to Articles of Incorporation—After Shares Issued
43 Restated Articles of Incorporation and Accompanying Certificate
44 Stock Transfer Agreement
45 Preferred Stock Purchase Agreement
46 Designation of Series A Convertible Preferred Stock
47 Employment Agreement
48 Independent Contractor Agreement
49 Employee or Consultant Confidentiality Agreement
50 Noncompetition, Nonsolicitation, and Nondisclosure Agreement
51 Key Employees’ Stock Option Plan
52 Stock Option Agreement

SUBCHAPTER S CORPORATIONS
53 Agreement to Preserve S Corporation Status
54 Statement of Revocation of S Corporation Election

CORPORATE REORGANIZATIONS
55 Type A Reorganizations: Agreement and Plan of Merger
56 Articles of Merger
57 Type D Reorganizations: Agreement and Plan of Corporate Separation
58 Type E Reorganizations: Agreement and Plan of Recapitalization
59 Notice of Special Meeting of Shareholders to Approve Proposed Merger
60 Plan of Conversion

BUSINESS ACQUISITIONS
61 Acquisition Due-Diligence Checklist
62A Letter of Intent for Sale of Assets in a Company Acquisition
62B Letter of Intent for Sale of Stock in a Company Acquisition
63 Certified Resolutions Authorizing Sale of Business Assets
64 Agreement for Sale and Purchase of Business Assets
65 Stock Purchase Agreement
66 Promissory Note
67 Guaranty Agreement
68 Security Agreement
69 Pledge Agreement
70 Escrow Agreement for Pledge of Stock
71 Blank Stock Power
72 Closing Memorandum—Asset Purchase
73 Closing Memorandum—Stock Purchase
74A Opinion Letter—Sale of Assets
74B Opinion Letter—Sale of Shares
75 Officer’s Certificate to Support Opinion
76 ABA Illustrative Opinion Letters
77 Bill of Sale for Personal Property
78 Assignment and Assumption

INTELLECTUAL PROPERTY
79 Submitted Idea Agreement (Reverse Confidentiality Agreement)
80 Agreement Between Submitter of Ideas or Inventions and Prospective Developer or Marketer
81 Short-Form Confidentiality Agreement
82 Work-Made-for-Hire Agreement
83 Patent License Agreement
84 Patent Assignment
85 Copyright Assignment
86 Trademark Assignment
87 [Reserved for Expansion]
88 Software End-User License Agreement
89 Software Development Agreement
90 Web Site Development Agreement
91 Online Services Agreement
92 Franchise Agreement

MISCELLANEOUS PROVISIONS
93 Miscellaneous Provisions

RELATED PRODUCTS

Order volumes 1 & 2 of this five-volume series.
Order volumes 3&4 of this five-volume series.