Corporations: Examples & Explanations, Fourth Edition / Edition 4

Corporations: Examples & Explanations, Fourth Edition / Edition 4

by Alan R. Palmiter, Alan R. Palmiter, Lewis D. Solomon
     
 

ISBN-10: 0735528101

ISBN-13: 9780735528109

Pub. Date: 02/28/2003

Publisher: Wolters Kluwer Law & Business

Corporate accounting scandals, insider trading, and executive corruption with new examples straight out of today's headlines this best-selling study guide the most of the popular Examples & Explanations format. Each topic is presented with examples and related questions, followed by answers and explanations. One of the most successful titles in the series,

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Overview

Corporate accounting scandals, insider trading, and executive corruption with new examples straight out of today's headlines this best-selling study guide the most of the popular Examples & Explanations format. Each topic is presented with examples and related questions, followed by answers and explanations. One of the most successful titles in the series, Corporations has been the top study guide in this area for nearly fifteen years, helping thousands of students gain a solid grasp of corporate issues. Now under the hand of a single author, this latest edition covers recent changes in the Model Business Corporation Act, new SEC rules on insider trading, the recent Sarbanes-Oxley Act, and much more.

One of the leading titles in the popular Examples & Explanations Series, this study guide features:

  • proven content and pedagogical format making this one of the best-selling ancillaries in corporate law for over fifteen years
  • masterful explanations of business topics polished through four editions to help students with no business background grasp the intricacies of corporate law
  • comprehensive course support providing ample material on all areas of corporate law The 2003 Edition features new and updated material , including:
  • the race to the bottom thesis with a new treatment of the relationship between deregulation and price wars
  • recent changes in the Model Business Corporation Act covering new director duties, fundamental corporate changes and appraisal rights, and new charts clarifying variances between the old MBCA, the new MBCA, and Delaware statutes
  • new examples from current events such as the accounting and executive compensation scandals at Enron and other companies that resulted in a wave of new legislation and rules
  • new issues and topics in corporate law including the SEC's latest rules on insider trading, the use of dead-hand poison pills to prevent shareholder control and much more

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  • Product Details

    ISBN-13:
    9780735528109
    Publisher:
    Wolters Kluwer Law & Business
    Publication date:
    02/28/2003
    Series:
    Examples and Explanations Series
    Edition description:
    Older Edition
    Pages:
    681
    Product dimensions:
    7.06(w) x 10.10(h) x 1.16(d)

    Table of Contents

    Preface
    Acknowledgments
    Special Notice
    Ch. 1The Corporation - An Overview3
    Ch. 2Choice of Organizational Form19
    Ch. 3Incorporation - How, Where, and What35
    Ch. 4Financial Rights in Corporation53
    Ch. 5Federal Regulation of Securities Offerings75
    Ch. 6Shareholders' Role in Corporate Governance101
    Ch. 7Voting Structure109
    Ch. 8Judicial Protection of Voting Rights131
    Ch. 9Federal Regulation of Proxy Voting145
    Ch. 10Proxy Fraud169
    Ch. 11Fiduciary Duties - An Introduction185
    Ch. 12Duty of Care and the Business Judgment Rule195
    Ch. 13Duty of Loyalty - Self-Dealing Transactions223
    Ch. 14Executive Compensation241
    Ch. 15Indemnification and Insurance251
    Ch. 16Corporate Opportunities and Unfair Competition265
    Ch. 17Duties of Controlling Shareholders279
    Ch. 18Shareholder Litigation297
    Ch. 19Share Transferability - An Introduction333
    Ch. 20Limitations on Control Sales341
    Ch. 21Disclosure in Securities Trading Markets351
    Ch. 22Securities Fraud - Rule 10B-5357
    Ch. 23Insider Trading381
    Ch. 24Section 16(b) - Disgorgement of Short-Swing Profits411
    Ch. 25Control Dilemma in Close Corporation427
    Ch. 26Control Devices in Close Corporation433
    Ch. 27Dispute Resolution in Close Corporations463
    Ch. 28Rule of Limited Liability481
    Ch. 29Liability During Incorporation Process487
    Ch. 30Corporate Liability - Authority to Bind the Corporation505
    Ch. 31Limitations on Corporate Distributions519
    Ch. 32Piercing the Corporate Veil539
    Ch. 33Statutory Recognition of Corporate Form557
    Ch. 34Takeovers - An Introduction567
    Ch. 35Internal Fundamental Changes581
    Ch. 36Corporate Combinations589
    Ch. 37Appraisal Remedy609
    Ch. 38Federal Regulation of Tender Offers623
    Ch. 39Takeover Defenses637
    Table of Cases661
    Index667

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