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The Uniform Partnership Act (1997) (RUPA) is a far-reaching revision and modernization of the law of partnerships. This prototype agreement explores how a partnership agreement can be crafted to the new environment.
Written by valuation experts, this guidebook will provide the fundamentals of business valuation. It will serve as a reference for lawyers who deal with business valuation and appraisal issues in their practices but with a less technical approach, which is especially helpful for professionals who do not have an in-depth financial background.
This book analyses share purchase agreements governed by Belgian law used for company acquisitions, whereby a purchaser acquires control over a Belgian target company through the acquisition of a controlling shareholding. The object of such sale and purchase agreements is not a static, inanimate object, but consists of a shareholding in a company whose business and balance sheet evolve while the parties negotiate its acquisition. Such share purchase agreements and the negotiations leading up to them create a particular triangular interaction and relationship between the seller, the purchaser and the target company. These aspects make share purchase agreements different from, and often more complex than, sale and purchase agreements relating to other objects. The analysis set out in this book is written from a practitioner's perspective and focuses on the application of classic civil and corporate law concepts in the particular context of share purchase agreements. The theoretical background of all legal concepts is discussed and analysed, with due consideration for the practical relevance of the analysis. The reader is guided through the successive stages of a share purchase agreement. Each chapter includes a section containing sample clauses and concludes with an overview of relevant legislation, case law, legal doctrine and other sources of law. The book concludes with an index of the concepts used and a separate lexicon of the corresponding Belgian law terms in Dutch and French. Subject: Belgium Law, Company Law]
Whether you are a law student taking a clinical course on business transactions, a first year attorney or banker on a mergers and acquisitions team, a sophisticated practitioner faced with your first stock deal, or an entrepreneur selling your company, Stock Purchase Agreements Line by Line is a great starting place for learning the basics of a stock purchase and sale transaction. In this book the authors translate the complicated representations, warranties, indemnification obligations, and covenants that typify purchase agreements into user friendly terms that are easily understood. While this book assumes the reader has no experience drafting or negotiating stock purchase agreements, it contains tips and techniques that even more experienced deal practitioners should find novel and useful. Additionally, the book is peppered with guest contributions from seasoned attorneys offering practical pointers on various key deal terms. If you are looking for a quick way to jump into M&A, this is the book for you.
The Model Rules of Professional Conduct provides an up-to-date resource for information on legal ethics. Federal, state and local courts in all jurisdictions look to the Rules for guidance in solving lawyer malpractice cases, disciplinary actions, disqualification issues, sanctions questions and much more. In this volume, black-letter Rules of Professional Conduct are followed by numbered Comments that explain each Rule's purpose and provide suggestions for its practical application. The Rules will help you identify proper conduct in a variety of given situations, review those instances where discretionary action is possible, and define the nature of the relationship between you and your clients, colleagues and the courts.