Advising Oregon Businesses

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1 Advising Oregon Businesses Volumes Supplement Guide and counsel business clients with confidence. Help your clients businesses thrive and succeed. Have the creative answers your clients need at your fingertips. Early-bird discount order by Nov. 9, 2007, and receive a 10% discount.

2 Advising Oregon Businesses gives lawyers the tools they need to assist business clients in choosing and organizing a business entity. The 2007 supplement includes amendments to Oregon s business law statutes, from the 2001 legislative session through the 2007 legislative session. This supplement updates references to federal law, including changes to the IRC, treasury regulations, and revenue procedures. The 2007 supplement also discusses myriad topics, such as: n Shareholder rights in closely held corporations n Changes in U.S. patent law procedures n Definition of qualified institutional buyer n Analysis of Subchapter S taxation changes n Discussion of tenancy-in-common interests n Changes to Oregon s LLC Act n And much more A must-have for any lawyer representing business clients, this book is a valuable resource, written and edited by over 55 of Oregon s foremost business law lawyers. Take advantage of our early-bird discount and buy your copy today. Editorial review board Jere Webb, A.B., Stanford University (1966); J.D., University of Chicago (1969); member of the Oregon State Bar since 1969; partner, Stoel Rives LLP, Portland. Andrew Ognall, B.A., Cornell University (1993); J.D. (cum laude), Lewis & Clark Law School (1997); member of the Oregon State Bar since 1997; partner, Foster Pepper LLP, Portland., B.A., University of Santa Clara (1968); J.D., University of Oregon (1974); member of the Oregon State Bar since 1974; partner, Miller Nash LLP, Portland. BarBooksTM An online library of your top-rated legal resources written by and for Oregon Lawyers. BarBooks TM online library now available sign up at today.

3 Advising Oregon Businesses Volumes Supplement Contents VOLUME 1 1 Sole Proprietorships Timothy L. Jackle, Eric R. Foster 2 General Partnerships Michael D. Walker, Merritt S. Yoelin 3 Limited Liability Partnerships James M. Kennedy, Bradley Tellam 4 Limited Partnerships James M. Kennedy 5 Partnership Taxation Charles S. Lewis III, Orlando Medina 6 Tenancy in Common An Alternative to Partnerships Tod A. Northman 7 Limited Liability Companies 8 Promoters and Preincorporation Agreements Laurence E. Thorp, Barry D. Smith 9 Procedural Steps of Incorporation Andrew J. Morrow, Jr. 10 Business Records Milton R. Stewart, Jason Riley Lagesen, Emily Nyen Chang, Jacob A. Heth 11 Amendment of Articles and Bylaws Erich W. Merrill, Jr. 12 Income Tax Consequences of Incorporation Diane C. Kerns 13 Subchapter S Taxation Christopher K. Heuer 14 Financing in General Jeffrey S. Cronn, Joshua K. Simko 15 Definition of a Security Seth L. Smythe 16 Public Financing John R. Thomas, Jason A. Dalton 17 Private Placement of Securities Mary P. Hull, Ian R. Crawford 18 Oregon Securities Law Robert J. McGaughey, Patricia A. Locnikar 19 Debt Financing Richard R. Rasmussen

4 VOLUME 2 20 Venture Capital Financing Douglas D. Morris 21 Government Financing of the Small Business Suzanne C. Pickgrobe, David J. Elott 22 Shareholders Meetings; Voting; Proxies; and Voting Arrangements Douglas D. Morris 23 Corporate Buy-Sell Agreements Nikki C. Hatton, A. Jeffery Bird 24 Redemption or Purchase of Corporate Shares Erich W. Merrill, Jr. 25 Derivative Suits OSB CLE Publications Attorneys 26 Inspection of Corporate Records Ruth A. Beyer 27 Powers, Duties, and Liabilities of Corporate Directors and Officers Mark A. von Bergen 28 Ethical Guidelines for the Business Lawyer Peter R. Jarvis 29 Dividends Steven H. Hull 30 Foreign Corporations in Oregon Orlando Medina, P.K. Runkles-Pearson 31 Assisting an Extranational Corporation in Oregon William L. Clydesdale, David L. Silverman, Eric J. Kodesch, JoAnn Lee, Nathan D. Scherer 32 Cooperatives David R. Simon 33 Professional Corporations Donald R. Laird 34 Special Problems of Closely Held Businesses Eva M. Kripalani, Andrew S. Glikbarg 35 Stock Redemptions and Nonliquidating Distributions Peter L. Osborne 36 Corporate Liquidations Joseph J. Hanna, Jr. 37 Introduction to Corporate Reorganizations 38 Acquisitive Corporate Reorganizations: Type A, B, and C Reorganizations 39 Corporate Separations The D Reorganization Peter L. Osborne, Paul A. Stamnes 40 Type E and Type F Reorganizations Harry M. Hanna 41 Type G Reorganization Steven L. Christensen 42 Cross-Entity Conversions and Mergers Ryan R. Nisle REVISED!

5 Order Form Advising Oregon Businesses, Vols. 1 2 Name Bar # Firm Name Phone Shipping Address (No PO Box) City State Zip Code 2007 supplement [410.07S] $ $ vols. with 2007 supplement [410.KT] $ $ Order the complete set and save $50 Complete set (Volumes 1 5) [413.KT] $ $ Volumes 3 4 and Volume 5 are also available for sale separately. Please call the OSB Service Desk at or visit us at for more information. Subtotal: $ Subtract 40% if you re a BarBooks subscriber: $ Subtotal: $ Shipping and handling fee: $ 7.00 TOTAL ORDER: $ WB PAYMENT OPTIONS: Check Enclosed: Payable to Oregon State Bar Please Bill: Customer No. Credit Card (VISA & MasterCard Only) All the information below is required when paying by credit card. Credit Card Number Expiration Date Name on Credit Card (Please Print) Credit Card Billing Address City State Zip Code Authorized Signature FOUR WAYS TO ORDER: 1. ONLINE: Order online with a credit card at our secure bookstore at Note: BarBooks discount not available online 2. MAIL: Mail order with payment to: Oregon State Bar Service Desk, SW Upper Boones Ferry Road, P.O. Box , Tigard, Oregon FAX: Fax this page, including credit card information, to the Service Desk at To avoid duplicate orders, do NOT mail a copy. 4. PHONE: Call the Service Desk at , or toll-free in Oregon at , ext Please allow two weeks for normal delivery for all order methods. RETURN POLICY: Returns with receipt (picking list) are accepted within 45 days from the shipping date. Defective products will be replaced. Full refund for books with no visible marks, creases, etc. and in salable condition. Full refund for unopened CD-ROMs and audio and video products. Please send to OSB, Attention: Returns, SW Upper Boones Ferry Road, P.O. Box , Tigard, Oregon Questions? Call ; toll-free in Oregon , ext Oregon State Bar

ADVISING OREGON BUSINESSES

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