Examples & Explanations, Corporations, 7th Edition / Edition 7

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Overview

One of the leading titles in the E&E series, Corporations: Examples & Explanations has been a favorite of students and professors for 15 years. Using proven examples and explanation pedagogy, this study guide is renowned for its comprehensive coverage of corporate law, clarity of presentation and compelling questions and examples that get to the heart of every issue. Its down-to-earth writing style, augmented with stimulating graphics that help students diagram complex events and regulations, Corporations is accessible to all students – even those with no prior business background.

The Seventh Edition brings this exemplary study guide up to date with the sweeping regulatory and judicial effects of the recent financial crisis, including thorough treatment of the Dodd-Frank Wall Street Reform and Consumer Protection Act’s provisions on corporate governance and securities disclosure. New cases from the U.S. Supreme Court, Delaware and other jurisdictions, as well as new SEC rules, provide stimulating material for the examples, explanations and questions posed in the text.

Hallmark features of Corporations: Examples and Explanations:

Follows the proven examples & explanations pedagogy.

One of the best-selling ancillaries in corporate law for over fifteen years—popular with both students and professors.

Comprehensive coverage of all the topics that are typically covered in a corporations or business organizations class, including materials on partnerships and limited liability companies.

Presents statutes and cases in context, illustrating the interplay of law and business, and highlight the differences between the Model Business Corporations Act and the Delaware corporate statute.

Excellent examples and questions are analytically comprehensive, teasing out issues hidden in fact patterns.

Logically organized according to the principal legal themes in corporate law.

Compelling graphics throughout the book reinforce textual material and facilitate learning.

Clear, lucid writing style, geared to students with no business background and crafted to help them grasp the intricacies of corporate law.

Thoroughly updated with a wealth of timely new material, the Seventh Edition offers:

Comprehensive treatment of the Dodd-Frank corporate governance provisions and the Dodd-Frank securities disclosure provisions.

Recent Delaware cases, including:

Versata Enterprises v. Selectica Inc.

Lyondell Chemical Co. v. Ryan.

Gantler v. Stephens.

Air Products and Chemicals Inc. v. Airgas Inc.

In Re Citigroup Inc. Shareholder Derivative Litigation.

In re John Q. Hammons Hotels Inc. Shareholder Litigation.

Sanders v. Ohmite Holding, LLC.

Recent U.S. Supreme Court cases, including:

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Product Details

  • ISBN-13: 9781454802471
  • Publisher: Wolters Kluwer Law & Business
  • Publication date: 5/23/2012
  • Edition description: New Edition
  • Edition number: 7
  • Pages: 824
  • Sales rank: 177,072
  • Product dimensions: 7.10 (w) x 9.90 (h) x 1.50 (d)

Table of Contents

Summary of Contents

PART ONE: Introduction to Corporate Law

Ch. 1. The Corporation—An Overview

Ch. 2. Choice of Organizational Form

PART TWO: Formation of the Corporation

Ch. 3. Incorporation—How, Where, and What

Ch. 4: Financial Rights in Corporation

Ch. 5. Federal Regulation of Securities Offerings

PART THREE: Shareholder Voting Rights

Ch. 6. Shareholders’ Role in Corporate Governance

Ch. 7. Voting Structure

Ch. 8. Judicial Protection of Voting Rights

Ch. 9. Federal Regulation of Proxy Voting

Ch. 10. Proxy Fraud

PART FOUR: Corporate Fiduciary Duties

Ch. 11. Fiduciary Duties—An Interpretation

Ch. 12. Duty of Care and the Business Judgment Rule

Ch. 13. Duty of Loyalty—Self-Dealing Transactions

Ch. 14. Executive Compensation

Ch. 15. Indemnification and Insurance

Ch. 16. Corporate Opportunities and Unfair Competition

Ch. 17. Duties of Controlling Shareholders

Ch. 18. Shareholder Litigation

PART FIVE: Shareholder Liquidity Rights

Ch. 19. Share Transferability—An Introduction

Ch. 20. Limitations on Control Sales

Ch. 21. Disclosure in Securities Trading Markets

Ch. 22. Securities Fraud—Rule 10b-5

Ch. 23. Insider Trading

Ch. 24. 16(b)—Disgorgement of Short-Swing Profits

PART SIX: Closely Held Corporations

Ch. 25. Control Dilemma in Close Corporation

Ch. 26. Control Devices in Close Corporation

Ch. 27. Dispute Resolution in Close Corporations

PART SEVEN: Protection of Corporate Creditors

Ch. 28. Rule of Limited Liability

Ch. 29. Liability During Incorporation Process

Ch. 30. Corporate Liability—Authority to Bind the Corporation

Ch. 31. Limitations on Corporate Distributions

Ch. 32. Piercing the Corporate Veil

Ch. 33. Statutory Recognition of Corporate Form

PART EIGHT: Fundamental Corporate Changes

Ch. 34. Takeovers—An Introduction

Ch. 35. Internal Fundamental Changes

Ch. 36. Corporate Combinations

Ch. 37. Appraisal Remedy

Ch. 38. Federal Regulation of Tender Offers

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