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There is almost a written agreement. Independent. * Majority vote – limited partnership – fill a form to the state saying they want to be a LLLP. – THE CREDITOR can ask for a guarantee to one of the partners. * * What Are They? Freeze-Outs: Loss of Economic Benefits Squeeze-Outs: Loss of Investment Interest Are Minority Shareholders Protected? Statutory Protection (40 States): “Oppression” Shareholder Agreements Judicial Protection Breach of Fiduciary Duties Legitimate Business Interest * Special Shareholder Meetings Shareholder Proposals Removal of Directors from Office Shareholder Derivative Litigation Demand, Complaint, Corporate Response Judicial Evaluation Securities Exchange Commission Disbarment from Office * GENERAL PROVISIONS Fixed Dividends, e.g. $4.00 per Year Liquidation Preference Over Common Limited Voting Rights Redeemable by Corporation OPTIONAL PROVISIONS Cumulative Dividends Convertible into Common Stock * History The Start: State Laws National Law: 1933 Securities Act Concurrent Federal/State Laws The Sarbanes-Oxley Act * The Process Registration Statement SEC Review Underwriters Firm Commitment Underwriting Best Efforts Underwriting The Lawyers’ Role Disclosure Guidelines What if the Company Objects to Disclosure? * Cost Delay Public Company Obligations * Importance for Small Companies Statutory Exemptions Section 4(2): The Private Offering Exemption Regulatory Exemptions Authority to Securities Exchange Commission Regulation A, Regulation D Technical, Difficult Requirements Violations: Rescission Rights * Statutory – Section 4(2) Transaction “not involving any public offering” The Ralston Purina case Full Disclosure (Offerees Purchasers) “Sophistication” (Offerees Purchasers) No General Advertising or Solicitation “Restricted” Transfer of Shares by Purchasers * Intent: Create Objective Standards Accredited Investors Presumed Sophisticated No Disclosure Required Unlimited Number Non-Accredited Investors Limited to 35 Fu