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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:
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