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Chapter 26: Specific Situations & Conclusions
Chapter 25: Other Advanced Methodologies
Chapter 24: Captive Insurance Companies
Chapter 23: Advanced Life Insurance and Annuity St...
Chapter 22: Management Companies, Leasing Companie...
Chapter 21: Foreign COPEs
Ch. 20: Domestic COPEs and Series LLCs
Ch. 19: Charging Order Protected Entities
Ch. 18: Foreign Corporations and IBCs
Ch. 17: Domestic Corporations
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March 2007

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Financing Accounts Receivables for Retirement and Asset Protection
by Ronald J. Adkisson

Accounts Receivables Financing

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APB Book Chapters

Friday, March 30, 2007

Ch. 17: Domestic Corporations

Ch. 17: Domestic Corporations

General Corporation Law

Links to the Delaware General Corporation Law and selected opinions interpreting that legislation are available at
http://www.assetprotectionbook.com/delaware.htm

Synopsis: Discusses basic operation of the Delaware General Corporation Law.

Definition: Registered Agent -- An agent for the corporation who is domiciled in the state of incorporation and is available to receive service-of-process on behalf of the corporation.

Corporations and Bankruptcy Remote Entities

Synopsis: Discusses the importance of creating liability-producing corporations as bankruptcy remote entities.

Definition: Bankruptcy Remote Entity (BRE) -- A business entity structured so that in the event of a bankruptcy the liabilities created by the entity do not pass to any other entities or assets of the owner.

Choosing the State or Incorporation

Synopsis: Discusses the relative importance of choosing the state of incorporation, and the concerns where the corporation will hold real state in another state.

Rights of Creditors

Synopsis: Discusses forum-shopping strategies by creditors to get around the corporate protections.

Professional Corporations

Synopsis: Discusses the benefits of professional corporations.

Definition: Professional Corporation (PC) -- A form of corporation that can have only certain licensed professionals as shareholders, and which typically does not protect the professional shareholder from lawsuits brought alleging their professional negligence.

Registration of Foreign Corporation

Synopsis: Discusses the necessity of registering a corporation in a particular state when it has been incorporated elsewhere.

Nevada Corporations

Synopsis: Discusses Nevada corporations, and how Nevada corporations are shamelessly marketed by promoters as being much more effective than they really are.

Definition: Nevada Corporation -- A corporation formed in Nevada pursuant to Nevada's corporation act, which provides debtors some advantages not typically found in the corporation laws of other states. Unfortunately, the advantages are usually grossly overstated by promoters who arrange structured based on Nevada corporations that have very serious flaws from the asset protection perspective. Nevada corporations are usually the primary part of the "Asset Protection Consultants" scam that is run from Nevada.

Links to the Nevada Corporation Law and selected opinions interpreting that legislation are available at
http://www.assetprotectionbook.com/nevada.htm

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Thursday, March 29, 2007

Ch. 16: Introduction to Share Structures

Ch. 16: Introduction to Share Structures

Introduction

Definition: Corporation -- A fictitious legal entity authorized by statute, created by the filing of Articles of Incorporation with the relevant jurisdiction, and capitalized by issuing shares of stock. A corporation can provide protection to the shareholders against the liabilities created by the corporation in excess of the corporation's capital.

Definition: Poison Pill -- A defensive arrangement whereby if a hostile party attempts to seize control of the corporation by accumulating stock, additional stock is issued so that all shares are diluted, thus increasing the costs of the hostile party's acquisition.

Definition: Golden Parachute -- A defensive arrangement whereby if a hostile party attempts to seize control of the corporation by changing the corporation's officers, the officers are given large severance benefits, thus increasing the costs to the hostile party.

Containment of Liabilities

Synopsis: Discussion of the limited liability advantages of corporations.

Respecting the Corporate Shell

Synopsis: Discusses minimal requirements for treating a corporation as a separate entity so that a court would respect it as such.

Definition: Corporate Shell (a/k/a Corporate Veil) -- Slang for the liability limiting advantage of a corporation, which limits the liability of shareholders to the equity they have contributed.

Veil-Piercing

Synopsis: Discusses the corporate veil and circumstances where it might be set aside, and the alternative of debt financing.

Definition: Piercing the Corporate Veil -- Where a court disregards the legal fiction of the corporation and imposes liability against the shareholders.

A collection of opinions involving so-called "reverse alter ego" is found at
http://www.assetprotectionbook.com/reverse_alter-ego.htm

Directors' and Officers' Liability

Synopsis: Discusses the directors' and officers' liability and the use of holding companies and complex attribution arrangements to insulate the client from such liabilities.

Definition: Directors' and Officers' Liability (a/k/a D&O Liability) -- The direct, personal liability of directors' and officers' of corporations for their acts that adversely affect the corporation (and thus giving rise to a shareholders' derivative action) and for the corporation's acts which adversely affect others (as in the case of employment discrimination claims).

Advantages of Debt Financing

Synopsis: Discusses the advantages of debt financing of corporations over equity financing, and discusses some methods of debt financing such as convertible bonds.

Definition: Debt Financing -- The financing of an entity by borrowing or by issuing bonds or promissory notes, etc. From an asset protection standpoint, the advantage of debt financing to equity financing is that in the event of a bankruptcy the debtholders should have priority over general creditors of the entity in the distribution of the entity's assets.

Corporate Stock Options

Synopsis: Discusses the potential uses of corporate stock options in corporate debtor-creditor planning.

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