| |
| |
| |
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 | |