Books
Frank H. Easterbrook & Daniel R. Fischel, THE ECONOMIC STRUCTURE OF CORPORATE LAW (1991).
Abstract (from Amazon Product Description): The authors argue that the rules and practices of corporate law mimic contractual provisions that parties would reach if they bargained about every contingency at zero cost and flawlessly enforced their agreements. But bargaining and enforcement are costly, and corporate law provides the rules and an enforcement mechanism that govern relations among those who commit their capital to such ventures. The authors work out the reasons for supposing that this is the exclusive function of corporate law and the implications of this perspective.
Anthony Mancuso, THE CORPORATE RECORDS HANDBOOK: MEETINGS, MINUTES & RESOLUTIONS (2010).
Product Description (from Amazon): Provides forms you need to keep your corporation valid in the eyes of the IRS and courts. If you've taken the time to turn your business into a corporation, chances are you'd like to see it stay that way. Your business card may say "incorporated," but if the courts and the IRS think differently, its closing time. Because meeting minutes are the primary paper trail of a corporation's legal life, it's important to know when and how to prepare these minutes.
Joseph A. McCahery & Erik P.M. Vermeulen, CORPORATE GOVERNANCE OF NON-LISTED COMPANIES (2008).
Abstract (from product description at Amazon.com): Studies of corporate governance traditionally focus on the governance problems of large publicly held firms, and policymakers' recommendations often focus on such firms. However most small firms, and in many countries, even many large companies, are closely held. This book provides a comprehensive account of closely held businesses and their particular governance problems. It explores current discussions and reforms in Europe, the United States, and Asia providing a state of the art account of the law and the economics. The governance of closely held companies has traditionally been concerned with protecting investors and creditors from managerial opportunism. However, the virtual elimination of the distinction between partnerships and corporations means that an effective legal governance framework must also offer mechanisms to protect shareholders from the misconduct of other shareholders. This volume examines policy and economic measurements to develop a framework for understanding what constitutes good governance in closely held companies. The authors examine how control is gained in the various types of closely held firms and explore the mechanisms that contribute to the development of a modern and efficient governance framework for these companies. The book concludes with an exploration of how the closely held firm is likely to stimulate growth and extend innovation and development.
Michael Spadaccini, Entrepreneur Magazine's Ultimate LLC Compliance Guide (2011).
Abstract (adapted from description on Amazon.com): Mindful of the complications and numerous requirements that surround LLCs, Entrepreneur and Michael Spadaccini walk you through the details of what you need to know about your state's LLC act as well as the procedures for dealing with the extensive rules and regulations.
Turn to this go-to guide for complete definitions and explanations of all concepts surrounding LLCs and even a breakdown of the roles and responsibilities of owners and managers. You'll learn about LLC legal formalities, internal governance, record-keeping, vital LLC mechanics and more--all critical information that will allow you to spend less time researching procedures and more time running a successful business! Plus, use sample documents, checklists, resources, and forms to get a better grasp of the LLC process.