Edition: 15th 2005 (Revised)
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This outline discusses consideration, mutual assent, defenses, third-party beneficiaries, and assignment of rights and delgation of duties. It also covers conditions, substantial performance, material v. minor breach, anticipatory breach, impossibility, discharge, and remedies. Covers formalities, De Jure v. De Facto, promoters, corporate powers, ultra vires transactions, powers, duties, and liabilities of officers and directors, and allocation of power between directors and shareholders. It also discusses conflicts of interest in corporate transactions, close corporations, insider trading, Rule 10b-5 and Section 16(b), and shareholders' voting rights. Also includes shareholders' right to inspect records, shareholders' suits, capitalization, dividends, redemption of shares, fundamental changes in corporate structure, and applicable conflict of laws principles.