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Corporations

ISBN-10: 0735556660
ISBN-13: 9780735556669
Edition: 5th 2006 (Student Manual, Study Guide, etc.)
Authors: Alan R. Palmiter
List price: $42.95
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Description: Instructors know they can recommend this text with confidence because it: - follows the proven Examples & Explanations method, with each section providing a short account of the topic, followed by a variety of concrete examples and explanations  More...

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Book details

List price: $42.95
Edition: 5th
Copyright year: 2006
Publisher: Wolters Kluwer Law & Business
Publication date: 4/13/2006
Binding: Paperback
Pages: 696
Size: 7.00" wide x 9.75" long x 1.25" tall
Weight: 2.486
Language: English

Instructors know they can recommend this text with confidence because it: - follows the proven Examples & Explanations method, with each section providing a short account of the topic, followed by a variety of concrete examples and explanations that reinforce and give substance to the key rules and concepts - has a well-established reputation for effectiveness as one of the best-selling ancillaries in corporate law for more than 15 years - provides comprehensive course support, including all the topics that are typically covered in a corporations or business organizations class - presents statutes and cases in context, with examples illustrating the interplay of law and business - is sensibly organized according to the principal legal topics in corporate law, namely formation of the corporation, shareholder voting rights, corporate fiduciary duties, shareholder liquidity rights, closely held corporations, protection of corporate creditors, and fundamental corporate changes - uses helpful visual aids, such as tables and diagrams, throughout the book to facilitate learning - features a clear and lucid writing style, geared to the needs of students without a business background, to help them grasp the intricacies of corporate law This timely revision offers a great deal of new material: - Delaware updates, including new cases on "duty of good faith," the direct/derivative distinction, duty of disclosure, inspection rights, and the definition of "independent director," as well as statutory developments - more comprehensive coverage of Sarbanes-Oxley: overview of regulation of accounting/audit activities, NYSE/Nasdaq corporate governance listingrequirements, rules on lawyer "up the ladder" responsibilities, implications of prohibition against executive loans, CEO/CFO certification of internal controls, and disgorgement of stock-based compensation after financial restatements - recent insider trading cases, such as SEC v. Yun on personal benefit and SEC v. Martha Stewart on material nonpublic information - new tables for Sarbanes-Oxley provisions and for the choice of organization form (comparing partnerships, LLCs and corporations) - new and updated examples and explanations

Introduction to Corporate Law
The Corporation -- An Overview
Choice of Organizational Form
Formation of the Corporation
Incorporation -- How, Where, and What
Financial Rights in Corporation
Federal Regulation of Securities Offerings
Shareholder Voting Rights
Shareholders' Role in Corporate Governance
Voting Structure
Judicial Protection of Voting Rights
Federal Regulation of Proxy Voting
Proxy Fraud
Corporate Fiduciary Duties
Fiduciary Duties -- An Interpretation
Duty of Care and the Business Judgment Rule
Duty of Loyalty -- Self-Dealing Transactions
Executive Compensation
Indemnification and Insurance
Corporate Opportunities and Unfair Competition
Duties of Controlling Shareholders
Shareholder Litigation
Shareholder Liquidity Rights
Share Transferability -- An Introduction
Limitations on Control Sales
Disclosure in Securities Trading Markets
Securities Fraud -- Rule 10b-5
Insider Trading
16(b) -- Disgorgement of Short-Swing Profits
Closely Held Corporations
Control Dilemma in Close Corporation
Control Devices in Close Corporation
Dispute Resolution in Close Corporations
Protection of Corporate Creditors
Rule of Limited Liability
Liability During Incorporation Process
Corporate Liability -- Authority to Bind the Corporation
Limitations on Corporate Distributions
Piercing the Corporate Veil
Statutory Recognition of Corporate Form
Fundamental Corporate Changes
Takeovers -- an Introduction
Internal Fundamental Changes
Corporate Combinations
Appraisal Remedy
Federal Regulation of Tender Offers
Takeover Defenses

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