Corporations, Outline Series

Overview

The 1997-98 edition covers every topic of state corporate law, from the perspective of both Delaware law and the RMBCA. The increasingly influential ALI Principles of Corporate Governance are also treated extensively. There is a generous treatment of federal securities laws where applicable (e.g., insider trading, mergers and acquisitions, and securities issuance). ————————————————————————————————————- Special features:

  • An up-to-date capsule ...
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Overview

The 1997-98 edition covers every topic of state corporate law, from the perspective of both Delaware law and the RMBCA. The increasingly influential ALI Principles of Corporate Governance are also treated extensively. There is a generous treatment of federal securities laws where applicable (e.g., insider trading, mergers and acquisitions, and securities issuance). ————————————————————————————————————- Special features:

  • An up-to-date capsule summary summarizing the entire subject for night-before-the-exam review
  • Exam tips at the end of each chapter provide special tips on how to spot the key issues, what's most frequently tested, how to structure and phrase your answers . . . and more
  • ChapterScope sections at the start of each chapter give you an overview of the key points for that chapter
  • Over 15 flowcharts help you understand how what you've learned fits together
  • Quiz Yourself sections and Essay Exam Questions & Answers help you reinforce what you've learned for better memorization and recall on your exams
  • Comprehensive tables (including Table of Cases; References to the RMBCA, to ALI Principles of Corporate Governance, and to Deleware, New York, and California Corporations Statutes)
  • Subject-Matter Index ————————————————————————————————————————
Read More Show Less

Product Details

  • ISBN-13: 9781565420267
  • Publisher: Wolters Kluwer Law & Business
  • Publication date: 10/1/1998
  • Series: Emanual Law Outlines Series
  • Edition description: Older Edition
  • Pages: 625

Table of Contents

Preface
Casebook Correlation Chart
Capsule Summary
Ch. 1 Introduction
I What is a Corporation 1
II Sources of Corporation Law 1
III Choosing a Form of Organization 2
Ch. 2 The Corporate Form
I Where and How to Incorporate 15
II Ultra Vires and Corporate Powers 20
III Pre-Incorporation Transactions by Promoters 24
IV Defective Incorporation and Its Consequences 30
V Piercing the Corporate Veil 34
VI Insider Claims in Bankruptcy 46
Ch. 3 The Corporate Structure
I General Allocation of Power: Shareholders, Directors and Officers 52
II The Board of Directors 57
III Officers 75
IV Formalities for Shareholder Action 85
Ch. 4 Shareholders' Informational Rights, and the Proxy System
I Shareholder Inspection of Books and Records 95
II Reporting Requirements for Publicly Held Companies 102
III The Proxy Rules Generally 104
IV Implied Private Actions Under the Proxy Rules 110
V Communications by Shareholders 119
VI Proxy Contests 126
Ch. 5 Close Corporations
I Introduction 136
II Shareholder Voting Agreements, Voting Trusts and Classified Stock 139
III Agreements Restricting the Board's Discretion 144
IV Super-Majority Voting and Quorum Requirements 147
V Share Transfer Restrictions 149
VI Resolution of Disputes, Including Dissolution 156
Ch. 6 The Duty of Care and the Business Judgment Rule
I Introduction 171
II The Standard of Care 173
III The Business Judgment Rule 181
IV Modern Statutory Modifications to the Rules of Director Liability 189
Ch. 7 The Duty of Loyalty
I Fiduciary Status of Directors, Officers and Controlling Shareholders 195
II Self-Dealing Transactions 196
III Executive Compensation 214
IV The Corporate Opportunity Doctrine 220
V The Sale of Control 236
VI Other Duties of Controlling Shareholders 249
Ch. 8 Insider Trading (And Related Topics)
I Introduction to Insider Trading 263
II State Common-Law Approaches 271
III SEC Rule 10b-5 and Insider Trading 276
IV Rule 10b-5 - Who Is an "Insider," "Tippee" or "Misappropriator"? 303
V Rule 10b-5 - Misrepresentations or Omissions 317
VI Short-Swing Trading Profits and [actual symbol not reproducible] 16(b) 324
Ch. 9 Shareholders' Suits
I Introduction 341
II Distinguishing Derivative from Direct Suits 343
III Requirements for Maintaining a Derivative Suit 345
IV Demand on the Board; Early Termination Based on Board or Committee Recommendation 349
V Security-for-Expenses Statutes 361
VI Settlement of Derivative Suits 363
VII Plaintiff's Attorney's Fees 365
VIII Miscellaneous Procedural Issues 367
IX Indemnification and D&O Insurance 369
Ch. 10 Structural Changes, Including Mergers and Acquisitions
I Corporate Combinations - Generally 390
II Corporate Combinations - Protecting Shareholders 430
III Recapitalizations - Hurting the Preferred Shareholders 453
IV Freezeouts 457
V Tender Offers - Generally 469
VI Tender Offers - The Williams Act, and Other Federal Regulation 477
VII State Anti-Takeover Statutes 490
VIII Hostile Takeovers - Defensive Maneuvers, and the Judicial Response 494
IX Pros and Cons of Takeovers 522
Ch. 11 Dividends and Share Repurchases
I Dividends - Protection of Creditors 533
II Dividends - Protection of Shareholders; Judicial Review of Dividend Policy 544
III Stock Repuchases 549
Ch. 12 Issuance of Securities
I State-Law Rules on Share Issuance 561
II Public Offerings - Introduction 575
III Public Offerings - Mechanics 577
IV Public Offerings - Exemptions 581
V Public Offerings - Civil Liabilities 595
VI Public Offerings - State Regulation 600
Essay Exam Questions & Answers 605
Table of Cases 611
Tables of Statutory References 614
Subject-Matter Index 620
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