Business Planning

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LexisNexis, 2009 - Business enterprises - 640 pages
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Contents

INTRODUCTION TO BUSINESS PLANNING
12
THE ROLE OF ATTORNEYS IN BUSINESS TRANSACTIONS
19
G OPERATIONAL ISSUES IN CHOICE AND FORMATION
TAXATION AND BUSINESS ENTITIES
SUBCHAPTER S CORPORATIONS
E TAXATION OF PARTNERSHIPS
G LIMITATIONS ON PASS THROUGH TAXATION OF LOSSES
ANTIFRAUD
Encumbrances
Involuntary Transfers and Bankruptcy
Termination of Employment
Disability
Other Triggers E BUYOUT PROCEDURES AND VALUATION 1 Rights of First Refusal
Valuation of Ownership Interests
The Problems With Fair Market Value
The Problems With Arbitrators and Appraisers

E STATE REGULATION AND FEDERAL PREEMPTION
SECURITIES DOCUMENTS FOR ENTITY
FINANCING OF BUSINESS ENTITIES
Concerns of Departing Owners
Preparing for Departures at the Formation or J oinder Stages 7 Summary Purposes of Buy Sell Agreements
B THE COMPONENTS OF A BUYSELL AGREEMENT 1 Permitted Transfers
Integration With Organic Documents C INTRODUCTION TO TAX ASPECTS OF BUYSELL AGREEMENTS
Partnership Tax Considerations 2 Tax Considerations for Corporations and Stockholders
Other Tax Considerations
EVENTS TRIGGERING A BUYOUT 1 Death
Voluntary Transfers
The Problems With Valuation by Agreement
Objective Valuation Standards a Book Value
F FINANCING THE PURCHASE
Borrowing Money
H FRAUDULENT TRANSFERS AND ENTITY REPURCHASES
SALE OR RESTRUCTURING OF THE BUSINESS
F CONCLUSION DISSOLUTIONS AND BANKRUPTCY
Table of Cases
Index
Copyright

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