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Book Catalogue Fundamentals of Corporate Law and Procedure, The
OverviewThis teaching text applies a transaction-based approach to the introduction of the basic principles of corporate law and procedure. Authors Mark Walma and Patricia McCann-Smith incorporate many forms and real-life examples, bringing the full cycle — startup, growth, and dissolution — of a corporation to life in a way that is meaningful and interesting to introductory-level students. Comprehensive without being complicated, the book traces the life of an non-offering Ontario corporation, but provides some basic information about other business organizations, federally incorporated companies, and financing decisions. Top ∧Content Summary
Top ∧PrefaceThe practice of corporate law, like that of real estate law, is currently undergoing fundamental changes in Ontario. These changes are brought on by technological advances that could not have been contemplated even 20 years ago. Even at the time of writing, the Province of Ontario was aggressively expanding its Ontario Business Connects Internet system, and the federal government was making most, if not all, of its corporate forms available on its Web site. In the coming decade, almost every aspect of the relationship between business entities and the government will be conducted electronically — from incorporation or registration through to dissolution. This text is designed to introduce the law clerk, paralegal, legal assistant, and lawyer to the procedural and theoretical aspects of carrying on business in this new, high-tech atmosphere. While the primary focus of this book is on the non-offering corporation in Ontario (that is, the corporation that cannot sell its shares to the general public), the authors also examine other business entities, including the federal counterpart to the Ontario non-offering corporation. In this book, we assume that the reader has access to the relevant statutes, including the Business Corporations Act, RSO 1990, c. B.16, and the Business Names Act, RSO 1990, c. B.17. A good working knowledge of these and other related statutes is absolutely key to a successful corporate practice. Chapters 1–3 of this text examine the historical development and essential features of business entities, introducing the reader to sole proprietorships, partnerships, and other forms of business. Chapters 4–12 focus on business corporations, with particular emphasis on private corporations in Ontario. Chapters 11 and 12, the final chapters of the book, address the basics of buying and selling the assets or shares of a business corporation. All references in this text to personal names, business names (including corporate names), and addresses are intended as examples only and not as references to any living, active, deceased, dissolved, or inactive person or business. The documents reproduced in this book are for instructional purposes only and should not be treated as legal precedents. The authors, Mark W. Walma and Pat McCann-Smith, have worked diligently to ensure that the information contained in this book is complete and up to date. The rate of change, however, is so fast that, even as the book is published, new forms, methods, and requirements may have been created. The practice of corporate law provides the practitioner with the opportunity to contribute to the growth of the community in which he or she lives, to take part in the creation and development of the businesses that will form the base for the future of our society. It is an exciting and challenging field, and we trust that this text will be a helpful introduction to it. Top ∧Full Table of ContentsList of Figures Acknowledgments Chapter 1 Introduction The Historical Development of Business Organizations Corporation as Legal Entity The Role of the Corporate Law Clerk Key Terms Chapter 2 Sole Proprietorships and Partnerships Sole Proprietorships Partnerships Key Terms Chapter 3 Joint Ventures, Franchises, and Other Ways of Carrying on Business Joint Ventures Franchises Licences Co-ownership Non-Profit Organizations Co-operatives Key Terms Chapter 4 The Corporation: Essential Facts Characteristics of the Corporation Advantages and Disadvantages of the Corporate Form Types of Corporations Conclusion Key Terms Chapter 5 Pre-incorporation Issues Incorporation: Provincial or Federal? The Corporate Name Directors Shares and Shareholders Registered Office Pre-incorporation Contracts Conclusion Key Terms Chapter 6 The Process of Incorporation The Articles of Incorporation Registering the Corporation Post-incorporation Filings Electronic Registration and Filing Key Terms Chapter 7 Organizing the Corporation The Corporate Seal Corporate Records By-laws Organizational Meetings Accountants and Auditors Other Matters Key Terms Chapter 8 Shareholder Agreements and the Lawyer's Reporting Letter Shareholder Agreements The Lawyer's Reporting Letter Key Term Chapter 9 Routine Management and Structural and Other Changes Routine Management Structural and Other Changes Key Terms Chapter 10 Financing the Corporation Background Debt Financing and Equity Financing: Advantages and Disadvantages Types of Debt Financing Remedies in Debt Financing Key Terms Chapter 11 Asset Purchases and Sales Advantages and Disadvantages of Asset Purchases and Sales Terms of an Asset Purchase and Sale Agreement Searches Before Closing Documents Required on Closing Registrations After Closing Tasks To Be Performed by or for Purchaser After Closing Key Terms Chapter 12 Share Purchases and Sales Advantages and Disadvantages of Share Purchases and Sales Terms of a Share Purchase and Sale Agreement Searches and Reviews Before Closing Documents and Other Items Required on Closing Further Steps by the Purchaser After Closing Glossary of Terms Index |
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