Index

• Library: Bus Trans 2005

Missouri

Business Transitions

Index

References are to section numbers.

A

Antitrust considerations, 7.25

Articles of incorporation

amendments, 1.13, 1.21, 4.47

preferred stock provisions, 1.8

B

Bankruptcy reorganization

generally, 9.17, 11.26, 11.119

alternative reorganizations, 11.128

debt-for-debt exchanges, 11.135

exclusivity of type G reorganization, 11.120

financial institutions, 11.130

limited application, 11.121

plan of reorganization, 9.46

requirements

generally, 9.18

business purpose, 11.127

continuity of business enterprise, 11.126

continuity of interest, 11.125

qualifying exchange, 11.122

substantially all, 11.123

stock-for-debt exchanges, 11.136

subsidiary, use, 11.129

tax attributes, carryover limitations, 11.137

tax consequences

generally, 11.131

creditors, 11.139, 11.140

debtor corporation, 11.132–11.137

shareholders, 11.138

C

Collapsible corporations, 10.17

Consolidation—see also Merger

generally, 7.59

buyer’s considerations, 7.61

merger, distinguished, 9.5

seller’s considerations, 7.60

D

Delaware law

appraisal rights, 1.50, 1.51, 8.15

assets, revaluation, 1.25

capital, defined, 1.2

charter amendments, 1.13

dividends, 1.35

fair value determination, 8.16

forms

generally, 1.16

certificate of amendment, 1.16

reduction of capital, 1.17

stock dividend, resolution, 1.19

stock split, resolution, 1.18

merger

filing necessary, 8.10

minority shareholders’ rights, 1.51

short-form, 8.11

vote, 1.50, 8.10

net assets, defined, 1.2

preferred stock, redemption, 1.11

recapitalization, board action requirement, 1.14

reverse stock split, 1.48

short-form merger, 8.11

stated capital, reduction, 1.17

stock certificates, 1.14

stock repurchase, 1.23, 1.29

surplus, defined, 1.2

voting of treasury stock, 1.30

Dissolution

defined, 4.2, 5.2

governing law, 4.4

involuntary

administrative

generally, 5.2

claimants, notice, 5.10

corporate name, loss, 5.12

creditors, notice, 5.10

effects generally, 5.8

grounds

abuse of corporate authority, 5.6

criminal activity, 5.6

expiration of corporate duration period, 5.6

failure to file annual registration report, 5.4

failure to maintain registered office or agent in state, 5.5

failure to notify secretary of state of change of registered office or agent, 5.5

failure to pay franchise tax, 5.3

fraud, 5.6

tax delinquency, 5.6

litigation, 5.11

procedure, 5.7

reinstatement

generally, 5.13

application, 5.14

denial, 5.16

procedure, 5.15

shareholders’ liability, 5.11

winding up, 5.9

judicial

alternative remedies, 5.22

attorney general as plaintiff, 5.17

authority of court, 5.20

creditor as plaintiff, 5.19

custodianship, 5.21

petition, contents, 5.23

pre-judgment interest, 5.22

procedure, 5.20

receivership, 5.21

shareholder as plaintiff, 5.18, 5.23

venue, 5.20

voluntary

articles of dissolution

generally, 4.4

contents

before commencement of business, 4.5, 4.6

corporate action, form, 4.16

shareholders’ consent, form, 4.9

effect, 4.17

filing, 4.17

bankruptcy laws, 4.32

checklist, 4.27

claims, survival, 4.30

corporate action

articles of dissolution, form, 4.16

checklist of issues, 4.11

conditions, 4.10

directors’ resolution, form, 4.11

notice of meeting

generally, 4.10, 4.13

affidavit of mailing, form, 4.14

form, 4,13

proxy statement, 4.13

procedures, 4.10

shareholders’ resolution, form, 4.15

vote required, 4.10

creditors

barred claims, 4.18, 4.19, 4.30

corporate duty to discharge debts, 4.33

enforcement of claim, 4.19

fraudulent conveyances, 4.41

liable parties

directors, 4.34, 4.35

shareholders, 4.36, 4.37

reincorporated corporation, 4.40

transferees, 4.38, 4.39

notice

generally, 4.4

form, 4.20

known claimants, 4.18

publication, 4.19

unknown claimants, 4.19

survival of claims, 4.30

dissenters’ rights, 4.42

effective date, 4.4

equal shareholders unable to agree, 4.29

incorporators’ or initial directors’ action

articles of dissolution, 4.5, 4.6

vote required, 4.4, 4.5

liquidation, 4.26

reasons for, 4.3

remedies, survival, 4.30

request for termination, 4.28

revocation, 4.25

securities regulations, 4.31

shareholders’ consent

forms

articles of dissolution, 4.9

consent, 4.8

procedure, 4.7

shareholders’ liability, 4.4, 4.36, 4.37

shareholders’ rights

appraisal, 4.42

dissenters, 4.42

distribution

non-pro rata, 4.51

pro rata, 4.50

problematic issues, 4.49

purchase of property by majority shareholder, 4.52

trustee, 4.53

notice, 4.10–4.14

preferred shareholders

accrued dividends, 4.46

articles of incorporation amendment, vote, 4.47

full disclosure, 4.48

liquidation preference, 4.45

share in proceeds, 4.45

wrongful dissolution

damages, 4.44

injunction, 4.43

vote required, 4.4

winding up

generally, 4.4

activities, 4.4, 4.21

ceasing business, 4.22

directors’ compensation, 4.23

officers’ compensation, 4.23

unknown shareholders, 4.24

wrongful dissolution, 4.43, 4.44

Division of corporate entity

generally, 1.38, 2.38

creditors’ rights, 1.41–1.44

ownership change, 1.45

shareholder approval, 1.39

stock transfer to shareholders, 1.40

tax treatment

asset disposition, 2.49

corporation, 2.48

current liability avoided

generally, 2.39

requirements

active business, 2.43

business purpose, 2.44

continuity of interest, 2.46

control, 2.40

device 2.42

distribution, 2.41

restrictions, 2.39

separation of single business, 2.45

filing requirements, 2.57

ruling requests, 2.54

stockholders, 2.47

E

Earned surplus, defined, 1.2

Employees

generally, 8.29

benefits, 7.29, 8.34

employment contracts, 8.30

noncompetition agreements, 7.44, 8.31, 8.32, 10.34, 10.54

nondisclosure covenants, 8.33

Estate planning

generally, 3.1, 3.18

estate freeze

generally, 3.3

grantor-retained annuity trust, 3.12

installment sale

irrevocable trust as purchaser, 3.11

traditional, 3.10

intentionally defective irrevocable trust, 3.11

recapitalization

generally, 1.7, 3.4

constructive distribution treatment, 3.7

dividend treatment, 3.7

double taxation, 3.5

estate tax, 3.9

goals, 3.4

plan, form, 1.20

preferred stock bailout, 3.8

s corporation, 3.5

tax free, 3.6

valuation of stock, 3.4

redemption of stock, 3.13

valuation of stock—see Valuation

estate tax, 3.9

family limited liability companies, 3.16, 3.17

family limited partnerships, 3.15–3.17

gifts, 3.2

F

Family limited partnerships, 3.16, 3.17

G

Greenmail, 1.26, 2.19

J

Jobs and Growth Tax Relief Reconciliation Act

generally, 10.2

capital gains, 10.3, 10.5, 11.2

collapsible corporation provisions, repeal, 10.17

dividends, 10.3, 11.2

income tax rates, 10.4, 10.5, 11.2

L

Limited liability companies

generally, 7.1, 10.36, 11.148

acquisition of corporation, use, 10.36

family, 3.16, 3.17

merger, 10.31, 11.32

reorganization, participation, 11.148

Liquidating trust, 6.13

Liquidation—See also Dissolution

partial—see Partial liquidation

plan, 4.26, 6.19

tax treatment

generally, 6.1

complete liquidations

generally, 6.2

corporation

income, assignment, 6.7

loss limitations, 6.5, 6.6

recognition of gain or loss, 6.3, 6.4

reincorporation, 6.8

liquidating trust, 6.13

shareholders

assets received, basis, 6.14

contingent liabilities, 6.13

deferral, 6.12

installment obligations, 6.11

open transaction, 6.12

recognition of gain or loss, 6.9, 6.10

filing requirements, 6.27

prompt assessment request, 6.28

subsidiaries

generally, 6.15

effects

minority shareholders, 6.24

parent corporation, 6.23

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