Corporations and Other Business Organizations: Cases and Materials,9781566629065

Corporations and Other Business Organizations: Cases and Materials

by
Edition: 8th
ISBN13: 9781566629065
ISBN10: 1566629063
Format: Hardcover
Pub. Date: 2000-08-01
Publisher(s): West Group
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Table of Contents

Preface iii
Table of Cases
xxix
Agency
1(22)
Introduction
1(1)
Authority
2(11)
The Agent's Duty of Loyalty
13(4)
An Introduction to Financial Statements
17(6)
Partnership
23(44)
Partnership Formation
23(8)
The Legal Nature of a Partnership
31(2)
The Ongoing Operation of Partnerships
33(5)
Management
33(3)
Indemnification and Contribution
36(2)
Distributions, Remuneration, and Capital Contributions
38(1)
The Authority of a Partner
38(2)
Liability for Partnership Obligations
40(2)
Partnership Interests and Partnership Property
42(3)
The Partner's Duty of Loyalty
45(6)
Dissolution by Rightful Election
51(9)
Dissolution by Judicial Decree and wrongful Dissolution
60(7)
The Corporate Form
67(48)
The Characteristics of the Corporation
67(1)
Selecting a State of Incorporation
68(1)
Organizing a Corporation
69(7)
Preincorporation Transactions by Promoters
76(2)
Consequences of Defective Incorporation
78(7)
The Classical Ultra Vires Doctrine
85(6)
The Objective and Conduct of the Corporation
91(16)
The Shareholders' Interests, the Present-Value Rule, and Diversification
91(7)
Interests Other than Maximization of the Shareholders' Economic Wealth
98(9)
The Nature of Corporate Law
107(8)
Corporate Structure
115(74)
Shareholdership in Publicly Held Corporations
115(8)
The Allocation of Legal Power Between Management and Shareholders
123(23)
The Legal Structure of Management
146(3)
Formalities Required for Action by the Board
149(3)
Authority of Corporate Officers
152(5)
Formalities Required for Shareholder Action
157(2)
Cumulative Voting
159(3)
Limited Liability
162(24)
Equitable Subordination of Shareholder Claims
186(1)
The Corporate Entity and the Interpretation of Statutes and Contracts
187(2)
Shareholder Informational Rights and Proxy Voting
189(54)
Shareholder Informational Rights Under State Law
189(13)
Inspection of Books and Records
189(12)
Reporting Under State Law
201(1)
Shareholder Informational Rights Under Federal Law and Stock Exchange Rules
202(6)
An Overview of the Stock Markets
203(2)
An Overview of the SEC and the Securities Exchange Act
205(2)
Periodic Disclosure under The Securities Exchange Act
207(1)
Disclosure Under Stock Exchange Rules
208(1)
An Introduction
208(4)
Private Actions Under the Proxy Rules
212(13)
Shareholder Proposals
225(9)
Proxy Contests
234(9)
The Special Problems of Close Corporations
243(99)
Introduction
243(13)
A Brief Look Back at Partnership
243(2)
An Introduction to the Close Corporation
245(11)
Special Voting Arrangements at the Shareholder Level
256(11)
Voting Agreements
256(8)
Voting Trusts
264(2)
Classified Stock and Weighted Voting
266(1)
Agreements Controlling Matters Within the Board's Discretion
267(13)
Supermajority Voting and Quorum Requirements at the Shareholder and Board Levels
280(4)
Fiduciary Obligations of Shareholders in Close Corporations
284(11)
Valuation
295(12)
Restrictions on the Transferability of Shares, and Mandatory-Sale Provisions
307(12)
Dissolution for Deadlock
319(2)
Provisional Directors, and Custodians
321(1)
Dissolution for Oppression, and Mandatory Buy-Out
322(20)
Alternative Forms of Business Organization: Limited Partnerships, Limited Liability Companies, and Limited Liability Partnerships
342(31)
Limited Partnerships
342(12)
The Uniform Limited Partnership Acts
342(1)
Formation of a Limited Partnership
343(1)
Liability of Limited Partners
343(9)
Corporate General Partners
352(2)
Limited Liability Companies
354(17)
Limited Liability Partnerships
371(2)
The Duty of Care and the Duty to Act Lawfully
373(61)
The Duty of Care
373(57)
The Basic Standard of Care
373(13)
The Business Judgment Rule
386(28)
The Duty to Ensure that the Corporation has Effective Internal Controls
414(12)
Limits on Liability; Directors' and Officers' Liability Insurance
426(4)
The Duty to Act Lawfully
430(4)
The Duty of Loyalty
434(110)
Self-Interested Transactions
434(21)
Statutory Approaches
455(9)
Compensation, the Waste Doctrine, and the Effect of Shareholder Ratification
464(17)
The Corporate Opportunity Doctrine
481(14)
Duties of Controlling Shareholders
495(28)
Sale of Control
523(21)
Insider Trading
544(107)
The Common Law Background
544(5)
Securities Exchange Act § 10(b) and Rule 10b-5
549(71)
Liability for Short-Swing Trading Under § 16(b) of the Securities Exchange Act
620(15)
The Common Law Revisited
635(16)
Shareholder Suits
651(97)
Introduction
651(3)
The Nature of the Derivative Action
654(9)
Individual Recovery in Derivative Actions
663(3)
The Contemporaneous-Ownership Rule
666(10)
The Right to Trial by Jury in Derivative Actions
676(1)
Demand on the Board and Termination of Derivative Actions on the Recommendation of the Board or a Committee
677(28)
Demand on the Shareholders
705(2)
Plaintiff's Counsel Fees
707(22)
Security for Expenses
729(3)
Indemnification and Insurance
732(12)
Indemnification
732(12)
Insurance
744(1)
Settlement of Derivative Actions
744(4)
Structural Changes: Corporate Combinations and Tender Offers
748(130)
Corporate Combinations
748(50)
Sale of Substantially All Assets
748(4)
The Appraisal Remedy
752(2)
Statutory Mergers
754(3)
Tax and Accounting Aspects of Corporate Combinations
757(3)
The Stock Modes and the De Facto Merger Theory
760(11)
Triangular Mergers and Share Exchanges
771(6)
Exclusivity of the Appraisal Remedy
777(2)
Freezeouts
779(18)
Going Private
797(1)
Tender Offers
798(80)
Distributions to Shareholders
878(23)
Dividend Policy
878(5)
The Elements of Dividend Policy
878(4)
Judicial Review of Dividend Policy
882(1)
Limitations on Dividends Under Creditors' Rights Law
883(2)
Limitations on Dividends Under Traditional Corporate Statutes
885(12)
Introductory Note
885(2)
Capital-Impairment Statutes
887(9)
Earned-Surplus Statutes
896(1)
Contractual Restrictions on the Payment of Dividends
897(1)
The Modern Dividend Statutes
897(4)
The Public Distribution of Securities
901(60)
Introduction
901(7)
An Overview of the Securities Markets
901(1)
An Overview of the Securities Act
901(4)
An Overview of the Underwriting Process
905(3)
What Constitutes a ``Security''
908(9)
What Constitutes a ``Sale'' and an ``Offer to Sell''
917(1)
The Requirement of Registration
918(22)
The Broad Sweep of Section 5
918(1)
Private Placements
919(5)
Limited Offerings
924(5)
Regulation A
929(3)
The Intrastate Exemption
932(1)
Transactions not Involving an Issuer, Underwriter, or Dealer
933(7)
Mechanics of Registration
940(7)
Duties and Prohibitions When a Security is in Registration
947(9)
Overview
947(2)
The Pre-Filing Period
949(4)
The Waiting Period
953(2)
The Post-Effective Period
955(1)
Liabilities Under the Securities Act
956(3)
Blue Sky Laws
959(2)
Index 961

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