• Who has the power to approve corporate actions? How are those actions taken?
• What duties of care, loyalty and good faith do directors, officers and shareholders owe each other?
• What are the record-keeping requirements?

You’ll find answers to these questions and much more in the newly published Managing Closely Held Corporations: A Legal Guidebook. This handy reference begins with a basic outline of the closely held corporation and discusses important key roles and duties, as well as the legal principles governing them. Providing you and your clients with expert guidance and a thorough understanding of the special concerns and challenges involved in closely held corporations, this Guidebook:

• Pinpoints the legal concerns of directors, officers, and shareholders
• Discusses the rudiments of corporate governance, including the structure of corporate action and the duties of care, loyalty and fairness owed by directors, officers, and controlling shareholders
• Discusses buy-sell agreements and their crucial role in planning
• Advises you on how traditional roles and structures may be modified in the closely held context through agreements, multiple classes of stock and other means
• Highlights liability concerns, including exculpatory charter provisions, indemnification and director and officer insurance
• Describes record-keeping and report responsibilities Published by Committee on Corporate Laws, ABA Section of Business Law