Corporations

by Cox, James D.; Hazen, Thomas Lee

• ISBN13: 9780735525986
• ISBN10: 0735525986
• Edition: 2nd
• Format: Paperback
• Copyright: 2003-05-01
• Publisher: Wolters Kluwer

Summary

In Corporations, Introduction to Law Series, Second Edition, students benefit from the same expertise trusted by attorneys practicing corporate law. As the names behind one of the foremost corporate law references, these authors bring unmatched insight and authority To The introductory text. Their analysis of major cases sets the standard For The field. Their scholarship clarified the larger economic and policy issues underlying corporate law. At the same time, their clear, succinct, explanations make this text readily accessible to beginning law students with no business or economic background. Written by two of the field's leading authorities, this definitive text offers: a superb introduction to corporate law providing authoritative coverage of the standard course topics, terminology, and cases - along with insightful discussions of related economic, theoretical, and policy issues where appropriate an accessible presentation by noted scholars combining the expertise and case analyses of two leading authorities in an introductory text requiring no business or economics background the 2003 edition has been thoroughly updated to include: new and updated coverage throughout, with recent cases new discussions of unincorporated forms of business, insightful explanations of such news-making issues as corporate governance and director liabilities, and coverage of LLCs and LLPs

Table of Contents

Preface
Acknowledgments
Forms of Business Association - Definitions and Distinctions	p. 1
The Evolution of Corporations in America	p. 31
The Incorporation Process	p. 45
The Scope of the Authorized Business and Duties to Other Constituencies	p. 61
The Promotion of the Corporation	p. 73
Defective Formation of Corporations	p. 89
The Separate Corporate Entity: Privilege and Its Limitations	p. 99
Powers of Officers and Agents; Criminal Liability of Corporations	p. 117
Functions and Powers of Directors	p. 135
Directors' and Officers' Duties of Care and Loyalty	p. 183
Fiduciary Duties for Executive Compensation, Corporate Opportunities, and Controlling Stockholders	p. 221
Obligations Arising Out of Transactions in Shares	p. 265
Rights and Powers of Shareholders; Inspection Rights, Voting, and Proxies	p. 327
Close Corporations	p. 383
The Derivative Suit	p. 415
Issuance of Shares	p. 479
Liability for Watered, Bonus, and Underpaid Shares	p. 505
Capital Structure, Preference, and Other Classes of Securities	p. 515
Accounting Statements and Dividend Law	p. 535
Dividend Distributions: Rights, Restrictions, and Liabilities	p. 549
Purchase and Redemption by a Corporation of Its Own Shares	p. 573
Corporate Combinations	p. 589
Equitable Limits on Acquisitions and Defensive Maneuvers	p. 635
Federal and State Takeover Laws	p. 669
Amendments to the Corporate Charter	p. 695
Voluntary Dissolution, Administrative Dissolution, and Winding Up	p. 705
Investor Protection: State and Federal Securities Regulation	p. 715
Table of Cases	p. 743
Index	p. 793
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