O'Neal and Thompson's Oppression of Minority Shareholders and LLC Members, Rev. 2d

The Late F. Hodge O'Neal, Robert B Thompson

Binder/Looseleaf

Last Updated: 11/17/2009

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Description

This treatise shows how to take appropriate steps to protect minority shareholder interests using remedies, tactics, and maneuvers sanctioned by federal law. It clarifies the underlying cause of squeeze-outs and suggests proven arrangements for avoiding them. Written by two of the foremost authorities on the subject, this multivolume work examines substantial law changes in depth, including the effect of Federal Securities Rule 10b-5, application of private causes of action under the Racketeer Influenced and Corrupt Organizations Act (RICO), and the growing judicial acceptance of shareholders’ reasonable expectations as a standard guide for resolving disputes among shareholders.

Features

Shows how to protect your clients’ minority shareholder interests regardless of issues at hand
Authoritative authors provide expert advice and proven tactics and remedies for avoiding squeeze-outs

Summary Of Contents

Volume 1
Chapter
1. Scope of Treatise, Objectives and Preliminary Considerations
2. Underlying Causes of Squeeze-outs
3. Squeeze-out Techniques: Withholding Dividends, Employment and Information; Contractual Arrangements; Appropriation of Corporate Assets and Opportunities
4. Squeeze-out Techniques: Sale of Control and Related Techniques
5. Squeeze-out Techniques: Fundamental Corporate Changes
  1. Introduction
  2. Specific Examples Of Fundamental Corporate Changes Susceptible To Use In Squeeze Plays: Mergers And Related Transactions
  3. Specific Examples: Changing Share Rights Through Charter Amendments Or Otherwise
  4. Specific Examples: Sale Of Assets And/Or Dissolution
  5. Miscellaneous Methods; Categories
  6. Remedies For Minority Shareholders Against Fundamental Corporate Change
Volume 2
1. Squeeze-outs in Limited Liability Companies, S Corporations and Other Corporate Settings
2. Resisting Squeeze-Outs and Oppression
  1. Introduction
  2. Remedies Based On Fiduciary Duty
  3. Remedies Based On Dissolution Or Alternative Relief
  4. Other Remedies
3. Resisting Squeeze-outs and Oppression: Remedies Under Federal Law
  1. Introduction
  2. Rule 10b-5: Jurisdictional And Policy Limits
  3. Rule 10b-5: Elements Of The Prohibited Act; Measure Of Recovery
  4. Rule 10b-5: Types Of Squeeze-Out Or Oppression Transactions Covered Under Rule 10b-5
  5. Federal Laws: Miscellaneous
4. Arrangements Which Avoid Squeeze-outs and Oppression
5. Idea Guide for Changes in Legal Control
- Correlation Table
- Table of Laws and Rules
- Table of Cases
- Index

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