9780314249708

Supplement to Corporations : Law and Policy, Materials and Problems

by
  • ISBN13:

    9780314249708

  • ISBN10:

    0314249702

  • Edition: 4th
  • Format: Paperback
  • Copyright: 2000-01-01
  • Publisher: West Group

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Table of Contents

Table of Cases
vii
The Choice of Organizational Form
3(8)
Non-Tax Aspects
3(8)
Financing Matters
3(1)
Business Basics for Law Students, LLC's and Other Forms of Organization
3(8)
Robert W. Hamilton
Richard A. Booth
The Incorporation Process
11(4)
Lawyers' Professional Responsibilities: Who is the Client?
11(4)
American Bar Association Model Rules of Professional Conduct
11(4)
Financial Structure of the Corporation
15(4)
Corporate Securities
15(2)
Designing a Corporation's Capital Structure
15(2)
Authorization and Issuance of Equity Securities
17(2)
Tracking Stock
17(2)
Protection of Creditors: Limitations on Limited Liability
19(4)
Alternatives to Limited Liability
19(4)
Imposing Shareholder Liability Under Federal Law
19(4)
Management and Control of the Corporation
23(11)
Action by Shareholders
23(11)
Shareholders' Veto and Exit Rights
23(3)
Transaction Size and Shareholders' Rights
26(1)
Board Responses to Shareholder Initiatives
27(1)
Quickturn Design Systems, Inc. v. Shapiro
27(6)
Shareholders' Right of Inspection
33(1)
Control Problems in the Closely Held Corporation
34(2)
Dealing With Dissension, Deadlock, Oppression and Dissolution
34(2)
Statutory Remedies for Oppression
34(2)
The Role of the Shareholder in the Governance of the Public Corporation
36(7)
Shareholder Proposals
36(7)
The Rule in Operation
36(2)
International Brotherhood of Teamsters General Fund v. Fleming Cos., Inc.
38(2)
Note: Binding Bylaws Under Delaware Law
40(3)
The role of Outside Directors in the Governance of the Public Corporation
43(2)
How Boards of Directors Operate
43(2)
The Duty of Care of Corporate Directors
45(9)
The Business Judgment Rule
45(9)
Reliance
45(1)
The Business Judgment Rule and Illegal Conduct
46(8)
Duty of Loyalty
54(13)
Entire Fairness: Substantive and Procedural
54(7)
Procedural Fairness
54(1)
In Re the Walt Disney Company Derivative Litigation
54(7)
Contemporary Statutory Reform: Subchapter F and the ALI Principles of Corporate Governance
61(1)
``Interested'' Directors and ``Conflict of Interest'' Transactions
61(1)
Executive Compensation
61(4)
Corporate Opportunity
65(2)
When May a Corporate Manager Take an Opportunity for Herself?
65(2)
Duty of Disclosure to Shareholders
67(7)
State Law Duty of Disclosure
67(7)
Under What Circumstances Does the Duty Arise?
67(1)
Malone v. Brincat
67(5)
Note: Malone v. Brincat
72(2)
Regulation of Securities Trading
74(3)
Federal Regulation---10b-5
74(3)
Regulation of Trading on Non-Public Information
74(3)
Shareholder Litigation
77(9)
Internal Corporate Procedures
77(4)
Brehm v. Eisner
77(3)
Notes and Questions
80(1)
Settlement and Attorneys' Fees
81(5)
Judicial Review of Settlements
81(5)
Protecting Control
86(8)
Policy Questions
86(3)
Protection of Control
89(5)
Changes in Control
89(2)
Strategic Transactions
91(1)
Note: Directors' Duties in a Sale of Control
91(3)
Cash Out Mergers
94
Fair Price
94
Interest in Appraisal Proceedings
94

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