Cases and Materials on Corporations

by Choper, Jesse H.; Coffee, John C., Jr.; Gilson, Ronald J.

• ISBN13: 9780316140140
• ISBN10: 0316140147
• Edition: 4th
• Format: Hardcover
• Copyright: 1995-06-01
• Publisher: Little Brown & Co Law & Business

Summary

Widely respected new co-author Ronald Gilson joins Professors Jesse Choper and John Coffee in this completely updated and reorganized revision of one of the most comprehensive and analytically rich casebooks in corporate law - CASES AND MATERIALS ON CORPORATIONS. With a new chapter on corporate finance, appearing early in the book, The authors give students a solid foundation to Understand The core topics and direction of corporate law. Their excellent discussion encompasses the full range of corporate finance-from market efficiency to option pricing-and will prime your students for modern corporate law analysis. Other significant changes include: new focus on limited liability companies in a new chapter combining Close Corporations and Partnerships, new treatment of partial acquisitions and freezeout transactions, expanded discussion of who institutional investors and directors are and how they operate, important new decisions, including Virginia Bankshares, Inc. v. Sandberg, Central Bank of Denver v. First Interstate Bank of Denver, In securities regulation; Stroud v. Grace, In voting rights; Roosevelt v. E.I. Dupont de Nemours & Co., On shareholder proxy proposals; and Paramount Communications, Inc. v. QVC Network Inc., In corporate acquisitions and takeovers Organized in nine chapters, this book covers all the basic corporations topics from forming the corporation, and corporate disclosure and securities fraud to corporate acquisitions, takeovers, and control transactions.

Table of Contents

Contents	ix
Preface	xxv
Acknowledgments	xxix
Introduction	1	(52)
The Legal Character of the Corporation: Factors Influencing Choice of the Corporate Form	1	(2)
An Overview of this Casebook	3	(1)
A Scorecard of the Players: Public Corporations, Directors, and Shareholders	4	(7)
History and Evolution of the Business Corporation	11	(15)
Economic Analysis of the Corporation	26	(8)
The Social Responsibility of the Corporation	34	(15)
The Global Perspective	49	(4)
Basic Norms and Duties for Management of Corporations	53	(132)
Transaction of Corporate Business	53	(20)
Managers' Responsibilities and Compensation	73	(112)
An Introduction to Corporate Finance	185	(56)
How Are Financial Assets Valued?	187	(19)
Capital Structure: Does the Ownership Structure of a Corporation Affect Its Value?	206	(12)
Opportunism Among the Holders of Financial Claims: Option Pricing	218	(9)
Protection Against Intra-Corporate Opportunism	227	(14)
Forming the Corporation	241	(70)
Selection of State of Incorporation	241	(4)
Compliance with State Requirements	245	(4)
Defective Incorporation	249	(11)
Disregarding the Corporate Entity	260	(29)
Pre-Formation Transactions	289	(22)
Corporate Disclosure and Securities Fraud	311	(210)
Introduction	311	(3)
The Disclosure System	314	(26)
Civil Liability	340	(97)
Insider Trading	437	(84)
Voting and Corporate Control	521	(150)
Overview: Voting and ``Shareholder Democracy''	521	(9)
The Substantive Law of Shareholder Voting	530	(27)
Voting Procedures	557	(11)
Proxy Contest Expenses	568	(3)
Special Voting Systems: Cumulative, Class, and Supermajority Voting	571	(7)
Removal and Vacancies	578	(5)
Judicial Supervision of Election Contests	583	(12)
Shareholders' Right of Inspection	595	(13)
Federal Law	608	(63)
Partnerships, Limited Liability Companies, and Close Corporations: Business Planning for the Smaller Enterprise	671	(104)
Introduction	671	(1)
The Partnership	672	(17)
Limited Partnerships	689	(4)
Limited Liability Companies	693	(3)
Close Corporations	696	(79)
Shareholders' Suits	775	(112)
Introduction	775	(4)
Exhaustion of Internal Remedies	779	(40)
Qualifications of Plaintiff Shareholder	819	(11)
Security for Expenses	830	(4)
Defending Against Derivative Suits	834	(11)
Dismissal, Discontinuance, and Settlement	845	(3)
Intervention and Consolidation	848	(2)
Characterization of the Suit	850	(11)
Reimbursement of Plaintiff's Expenses	861	(11)
Indemnification of Defendants	872	(15)
Corporate Acquisitions, Takeovers, and Control Transactions	887	(194)
Introduction	887	(8)
Hostile Transactions	895	(40)
Friendly Transactions	935	(42)
Sale of Control at a Premium	977	(20)
Federal Regulation of Takeovers	997	(33)
Freezeout Mergers	1030	(23)
State Takeover Regulation	1053	(22)
Public Policy and Corporate Control Transactions: The Stakeholder Debate	1075	(6)
Table of Cases	1081	(12)
Table of Statutes	1093	(10)
Index	1103