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Corporations: Examples & Explanations, Fourth Edition / Edition 4

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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: 2/28/2003
  • Series: Examples and Explanations Series
  • Edition description: Older Edition
  • Edition number: 4
  • Pages: 681
  • Product dimensions: 7.06 (w) x 10.10 (h) x 1.16 (d)

Table of Contents

Preface
Acknowledgments
Special Notice
Ch. 1 The Corporation - An Overview 3
Ch. 2 Choice of Organizational Form 19
Ch. 3 Incorporation - How, Where, and What 35
Ch. 4 Financial Rights in Corporation 53
Ch. 5 Federal Regulation of Securities Offerings 75
Ch. 6 Shareholders' Role in Corporate Governance 101
Ch. 7 Voting Structure 109
Ch. 8 Judicial Protection of Voting Rights 131
Ch. 9 Federal Regulation of Proxy Voting 145
Ch. 10 Proxy Fraud 169
Ch. 11 Fiduciary Duties - An Introduction 185
Ch. 12 Duty of Care and the Business Judgment Rule 195
Ch. 13 Duty of Loyalty - Self-Dealing Transactions 223
Ch. 14 Executive Compensation 241
Ch. 15 Indemnification and Insurance 251
Ch. 16 Corporate Opportunities and Unfair Competition 265
Ch. 17 Duties of Controlling Shareholders 279
Ch. 18 Shareholder Litigation 297
Ch. 19 Share Transferability - An Introduction 333
Ch. 20 Limitations on Control Sales 341
Ch. 21 Disclosure in Securities Trading Markets 351
Ch. 22 Securities Fraud - Rule 10B-5 357
Ch. 23 Insider Trading 381
Ch. 24 Section 16(b) - Disgorgement of Short-Swing Profits 411
Ch. 25 Control Dilemma in Close Corporation 427
Ch. 26 Control Devices in Close Corporation 433
Ch. 27 Dispute Resolution in Close Corporations 463
Ch. 28 Rule of Limited Liability 481
Ch. 29 Liability During Incorporation Process 487
Ch. 30 Corporate Liability - Authority to Bind the Corporation 505
Ch. 31 Limitations on Corporate Distributions 519
Ch. 32 Piercing the Corporate Veil 539
Ch. 33 Statutory Recognition of Corporate Form 557
Ch. 34 Takeovers - An Introduction 567
Ch. 35 Internal Fundamental Changes 581
Ch. 36 Corporate Combinations 589
Ch. 37 Appraisal Remedy 609
Ch. 38 Federal Regulation of Tender Offers 623
Ch. 39 Takeover Defenses 637
Table of Cases 661
Index 667
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