Corporate, Partnership, Agency, and LLC Law

Hagedorn’s Secured Transactions in a Nutshell provides extensive coverage of the 1999 version of UCC Article 9, now enacted by all states. Coverage of the 1972 version of Article 9 and pre-code law is included to provide historical perspective. The text covers: The scope of Article 9 The security agreement and attachment of the security interest Relationship of the debtor and secured party prior to default Perfection of the security interest by filing and other means Multistate choice of law and perfection issues Priority of the secured party and others in and out of bankruptcy Default and enforcement of the security interest.

This study aid includes eight comprehensive sample examinations, each containing 25 questions. Each exam covers both the basics and the intricacies of Article 9 of the Uniform Commercial Code. The detailed answer keys identify the best answer choice, explain why it is the best, and explain why the other answers are not better. This detailed analysis allows students to sharpen their skills and deepen their understanding of secured transactions.

This book is a comprehensive resource for studying the sections of Article 9 of the Uniform Commercial Code. It offers a clear and understandable discussion of the sections and concepts of Article 9 and includes abundant examples. It examines every aspect of a secured transaction, including the scope of Article 9, attachment and perfection of a security interest, priority among competing security interests, default, choice-of-law rules, and assignment of rights. The chapters follow the organization of Article 9, making it easy for the reader to focus on particular concepts or study the book from cover to cover. The majority of jurisdictions have adopted the 2010 Amendments to Article 9 and the book explains the amendments, in addition to providing explanations of the rules of pre-amendment Article 9.

One of the most pressing problems now facing commercial lawyers is to explain the principles which determine when a remedy is proprietary and when it is not. This book provides a broad overview of the subject. It examines representative business transactions which commonly give rise to legalor equitable interests in personal property. Its aim is to distil the fundamental principles understanding the relevant legal analyses. The result is to provide a more theoretically rigorous analytical framework for proprietary interests in personal property. The practical advantages of this arepotentially twofold: new commercial transactions can be more effectively structured; in addtion, disputes between contracting parties can be more reliably resolved. Two features of the analysis are significant. The first is the elastic nature of proprietary interests in personal property. Althoughproprietary interests can be broadly classified as ownership or security interests, these are relative concepts which may be affected significantly by impinging contractual arrangements. The second feature is the necessary and intimate integration of law and equity. Equitable proprietary interestsare remarkabldy prevalent; this prevalence is directly related to the apparent ease with which equity is able to convert particular personal obligations into proprietary interests.

Provides law students with an in-depth introduction to secured transactions under the UCC without burdening them with unnecessary detail. Citations have been used to enable the reader to understand the kinds of cases that might be presented under particular provisions of the Code. The chapters on Article 9 have been completely rewritten to deal only with revised Article 9 (1999). Similar revisions have been made to the chapter on Article 5 (1996 revision) and to other parts of the book to account for other Code amendments.

Environmental laws and regulations play an increasingly important role in corporate transaction and affect a wider range of businesses from the multinational corporation to the mom-and-pop corner service station or dry cleaner. There are now many tools in the environmental law toolbox and strategies that lawyers can employ to address environmental issues if the issues are identified and addressed early enough in the deal negotiations. This is a unique book that not only discusses the principal state and federal environmental regulatory programs affecting business and commercial transactions, but also offers practical guidance on the impact of these complex requirements from the unique viewpoint of a transactional lawyer. The chapters have been written by seasoned environmental lawyers with extensive transactional experience. The authors share strategies and guidance that have been successfully used in a wide range of sophisticated and complicated business transactions.

Focuses on understand tax concepts rather than on memorization of detailed tax rules. Instead of focusing solely on the individual taxpayer, this book covers a wide range of tax concepts -- including a broad introduction to various types of tax entities and an emphasis on the relationship between financial and tax accounting. Stresses the importance of tax rules and concepts to financial accounting showing the role of taxes in the business decision-making process.

Changes made by the 1972 revisions of Article 9 are featured throughout Henson's Hornbook on Secured Transactions under the UCC. In addition to an overview of the UCC, this text interprets the Code as well. Topics covered include the security agreement, perfection, priorities, proceeds, and lien creditor rights, including the trustee in bankruptcy. Also examines fixtures, multi-state transactions, and default.

Lawyers engaged in the MandA practice will inevitably be confronted with cross-border transactions and will have to appropriately counsel their clients in the variable aspects of the law. This book, based on an international conference held by the Law Centre for European and International Cooperation (R.I.Z.), provides a comprehensive exploration of the legal implications of a cross-border merger or acquisition. Applying a comparative approach, the compilation of articles by professors, practitioners and bankers provides thorough information on topics including: Business Combination Agreements; Securities Regulation and Stock Exchange Listing Requirements; Tax Considerations; International MandAs and International Accounting Standards; Financial Techniques and Legal Considerations in International Mergers and Hostile Take-Overs; Antitrust Laws in the United States and Europe and their Extraterritorial Reach; Bank Mergers and Bank Supervisory Law. In addition to these topics, case studies analyzing the Daimler/Chrysler Merger and the British Petroleum/Amoco Merger have been included to illustrate the impact that different structures can have on the success of a business combination.

A Manual of Style for Contract Drafting, Third Edition is a uniquely in-depth survey of the building blocks of contract language. First published in 2004, it offers those who draft, review, negotiate, or interpret contracts an alternative to the dysfunction of traditional contract language and the flawed conventional wisdom that perpetuates it. This manual has become a vital resource throughout the legal profession, in the U.S. and internationally. This manual's focus remains how to express contract terms in prose that is free of the archaisms, redundancies, ambiguities, and other problems that afflict traditional contract language. With exceptional analysis and an unmatched level of practical detail, Adams highlights common sources of confusion and recommends clearer and more concise alternatives. This manual is organized to facilitate easy reference, and it illustrates its analysis with numerous examples. Consult it to save time in drafting and negotiation and to reduce the risk of dispute.