Corporations

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Author: Steven L. Emanuel
Published: September 1992
Publisher: Aspen Publishers, Inc.
ISBN: 156542025X
Paperback Book
Number of Pages: 593

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Corporations

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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