Corporate Law

The Smartest Guys in the Room: The Amazing Rise and Scandalous Fall of Enron

Like its subject, The Smartest Guys in the Room is ambitious, grand in scope, and ruthless in its dealings. Unlike Enron, the Texas-based energy giant that has come to represent the post-millennium collapse of 1990s go-go corporate culture, it's also ultimately successful. Penned by Fortune scribes Bethany McLean and Peter Elkind, the 400-page-plus chronicle of the scandal digs deep inside the numbers while, wisely, maintaining focus on the "smart guys" deep-frying the books. The likes of paternal but disengaged CEO Ken Lay (dubbed "Kenny Boy" by George W. Bush, one of many prominent public figures with whom he rubbed shoulders), cutthroat man-behind-the-curtain Jeff Skilling, and ethically blind numbers whiz Andy Fastow vividly come to life as they make a mockery of conventional accounting practices and grow increasingly arrogant and bind to their collective hubris. They're not a likable lot, and the writers find it difficult to suppress their astonishment and revulsion with the crew who rapidly went from golden boys and girls of the financial world to pariahs when the bill finally came due. The authors' unrepressed sarcasms are more than often unnecessarily given the scope of the outrage. Enron's leading lights were or a time celebrated for their ability to concoct nearly unfathomable business schemes to hide mounting shortfalls and keeping track on their machinations can be a chore, but, by sticking hard to the story behind the fall, McLean and Elkind have reported and written the definitive account of the Enron debacle. --Steven Stolder

Just as Watergate was the defining political story of its time, so Enron is the biggest business story of our time. And just as All the PresidentÂ’s Men was the one Watergate book that gave readers the full story, with all the drama and nuance, The Smartest Guys in the Room is the one book you have to read to understand this amazing business saga. And the critics agree:
“This book is right up there with Den of Thieves and Barbarians at the Gate. . . . Those who want to learn what happened here, you don’t have to read anything but this.” —James Cramer, CNBC

“The best book about the Enron debacle to date. . . . Based on hundreds of interviews and fresh details, McLean and Elkind masterfully weave together the many strands of the Enron story. They shine in their characterizations of Enron’s often incompetent executives.” —Wendy Zellner, BusinessWeek

“News junkies and mystery lovers who enjoy financial scandals will devour this multilayered book. . . . The Smartest Guys in the Room will rival other models of the genre, including James Stewart’s Den of Thieves. . . . The authors write with power and finesse. Their prose is effortless, like a sprinter floating down the track. . . . The character sketches of former chairman Kenneth Lay, former CEO Jeff Skilling and ex-chief financial officer Andrew Fastow are masterful.” — Edward Iwata, USA Today

“Powerful and shocking. . . . succeed[s] in opening a disturbing window into both the company and the era . . . filled with fascinating characters and anecdotes.” —Jonathan A. Knee, The New York Times Book Review

“The Smartest Guys in the Room is utterly professional, readable and—even though you know what’s coming—highly entertaining.” —Daniel Gross, The Washington Post

“Meticulously reported and compelling . . . a cautionary tale about highfliers who weren’t as clever as they thought.” —David Koeppel, Entertainment Weekly

Corporate Records Handbook, The: Meetings, Minutes & Resolutions (book with CD-Rom)

All the 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, it's 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. The Corporate Records Handbook provides all the forms (plus instructions) you need, including:

Cases and Materials on Business Associations: Agency, Partnerships, and Corporations (6th Edition)

Continuing the tradition that has made it a leader in its field, Problems on Professional Responsibility uses problems to provide an overview of lawyers' professional responsibility. One of the most rapidly changing fields in American law, professional responsibility sees new issues, rules and cases each year, all of which are covered in this book. The Ninth Edition covers the American Bar Association's Model Rules of Professional Conduct, which were extensively rewritten in 2002; the American Law Institute's Restatement Third, The Law Governing Lawyers, and issues raised by federal agencies that play an important role in determining lawyer standards. Other changes to this edition include more citing authorities, fewer black letter questions and issues in each problem to allow more time for discussion and questions; and the integration of readings into discussion materials.

Form Your Own Limited Liability Company (book with CD-Rom)

Everything you need to form your own LLC!

Limited liability companies provide the most flexible way of doing business: You get both the tax benefits of a partnership, and the personal protection from business debts provided to corporations.

Form Your Own Limited Liability Company provides you with the step-by-step instructions and forms you need to form an LLC in your state, without the expense of hiring a lawyer. This bestseller covers how to:

Sarbanes-Oxley For Dummies

You may not believe that there’s a fun and easy way to comply with Sarbanes –Oxley, but once you have Sarbanes-Oxley For Dummies, Second Edition in front of you, you’re sure to change your mind. This friendly guide gets you quickly up to speed with the latest SOX legislation and shows you safe and effective ways to reduce compliance costs.

In plain English, this completely reliable handbook walks you through the new and revised SOX laws, introduces compliance strategies for changed and unchanged guidelines, and gives you an effective framework for implementation You’ll find out how to create an efficient audit committee, purchase and use SOX software solutions, and make practical, cost-effective decisions in your initial compliance year and beyond. You’ll also find proven strategies for staying public or going private and learn how to deal with all those SOX forms. Discover how to:

• Establish SOX standards for IT professionals
• Minimize compliance costs in every area of your company
• Survive a section 404 audit
• Avoid litigation under SOX
• Anticipate future rules and trends
• Create a post-SOX paper trail
• Bolster your company’s standing and reputation
• Work with SOX in a small business
• Meet new SOX standards
• Build a board that can’t be bought
• Comply with all SOX management mandates

Complete with invaluable tips on how to form an effective audit committee, Sarbanes-Oxley For Dummies is the resource you need to keep your SOX clean.

A simple guide to the complex new accounting rules under Sarbanes-Oxley Accountants, lawyers, business owners, and corporate managers of all kinds are currently dealing with the biggest change in corporate governance since the 1930s. As full implementation of the Sarbanes-Oxley Act gets under way-bringing large changes in corporate accounting and disclosure-managers everywhere need a plain-English guide that explains the legislation simply and practically. Sarbanes-Oxley For Dummies provides an implementation framework for firms as they struggle to come into compliance; explains key provisions in the legislation; and identifies specific actions needed to achieve compliance. In addition, this straight-to-the-point guide presents a summary of best practices, smart business policies, and invaluable compliance checklists. Jill Gilbert, JD, CPA (Milwaukee, WI), is an accountant, a former tax consultant, and an attorney who runs her firm's Sarbanes-Oxley consulting division. She is also the author of two For Dummies technology titles.

Corporations: Examples And Explanations (Examples & Explanations)

This practical and straightforward study guide has earned its enduring popularity by demystifying corporate law for students who do not have a business background. "Corporate Law: Examples & Explanations, 5th Edition" presents a full review of the legal issues that arise in modern corporations.

Start Your Own Medical Practice (Open for Business)

After years of school and maybe even after some years of practice, you are ready to do it on your own.

Running a profitable business takes more than just being a great doctor. Start Your Own Medical Practice provides you with the knowledge to be both a great doctor and a successful business owner.

Whether you are looking to open a single practice office or wanting to go into partnership with other colleagues, picking the right location, hiring the right support staff and taking care of all the finances are not easy tasks. With help from Start Your Own Medical Practice, you can be sure you are making the best decisions for success.

Don’t let a wrong choice slow down your progress. Find advice to:
--Create a Business Plan
--Manage the Office
--Raise Capital
--Bill Your Patients
--Market Your Practice
--Build a Patient Base
--Prevent Malpractice Suits
--Keep an Eye on the Goal

With checklists, sample letters and doctor’s office forms, Start Your Own Medical Practice teaches you all the things they didn’t in medical school and gives you the confidence to go out and do it on your own.

How to Form Your Own California Corporation (Book with CD)

The book that has helped thousands of Californians incorporate their businesses!

You can save thousands in attorney fees by incorporating your own small businesses. Fortunately, How to Form Your Own California Corporation makes incorporating a straightforward task, showing you how to file articles of incorporation, set up a corporate records book, prepare bylaws and issue shares of stock.

Incorporation provides great benefits, such as:

Cases and Materials on Corporations Including Partnerships and Limited Liability Companies (American Casebook)

Offering the traditional, solid approach of previous editions and now streamlined to include more topics for a one-semester course, Hamilton and Macey's Cases and Materials on Corporations covers the law of business associations and corporations for introductory courses. The book discusses all forms of business organization, including limited-liability companies, partnerships, closely held corporations, publicly held corporations, and novel business forms. It also covers transactions in shares by directors and others; indemnification and insurance; and federal securities law, including insider trading, corporate governance, and the Private Securities Litigation Reform Act. Updated to include new developments, the book covers topics such as Sarbanes-Oxley and more aggressive posturing of the Delaware judiciary, which was revealed for being just that after the important Disney decision; recent developments in asset protection for investors in limited liability companies; the Securities Litigation Uniform Securities Act; new regulations about full disclosure by registered publicly held companies; and the independence of auditors, dirctors and special litigation committees.

Fundamentals of Corporate Taxation, Cases and Materials 6th Ed (University Casebook)

Fundamentals of Corporate Taxation teaches the fundamentals of a highly complex subject with skillfully drafted problems, explanatory text, and a selective mix of original source materials. The coursebook incorporates all relevant changes from recent acts, including the American Jobs Creation Act of 2004 and the Jobs and Growth Tax Relief Reconciliation Act of 2003. Important new highlights include discussions on the impact of reduced tax rates on qualified dividends, new rules limiting the transfer or importation of built-in-losses, and the response by courts and the Internal Revenue Service to corporate tax shelters. The sixth edition also contains new material on corporate reorganizations and S corporations, rulings on Section 351 control requirements and corporate divisions, and more permissive eligibility requirements and other new statutory rules.