The Law of Corporations in a Nutshell

Author: Freer, Richard D.
Edition: 8th
Copyright Date: 2020

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  1. Acknowledgments
  2. Foreword
  3. Table of Cases
  4. Chapter 1. Modern Forms of Business and the Importance of Agency Law
    1. § 1.1 Introduction: Characteristics of Businesses Generally
    2. § 1.2 Characteristics of the Corporation—Overview
    3. § 1.3 The Sole Proprietorship
    4. § 1.4 The General Partnership
    5. § 1.5 The Limited Liability Partnership (LLP)
    6. § 1.6 The Limited Partnership (LP)
    7. § 1.7 The Limited Liability Limited Partnership (LLLP)
    8. § 1.8 The Limited Liability Company (LLC)
    9. § 1.9 The Professional Corporation
    10. § 1.10 The Ubiquitous Importance of Agency Law
    11. § 1.11 The Relevance of Federal Income Tax Law
  5. Chapter 2. The Corporation in Theory and in History
    1. § 2.1 Introduction
    2. § 2.2 The Corporation as Artificial Person
    3. § 2.3 The Corporation as Privilege or Contract
    4. § 2.4 The Impact of Law and Economics Scholarship: The “Nexus of Contracts”
    5. § 2.5 The Debate over Social Responsibility: Philanthropy, Other Constituencies, and the “Benefit Corporation”
    6. § 2.6 Historical Development of Corporate Law
    7. § 2.7 State Competition for Incorporation and the Importance of Delaware
    8. § 2.8 Modern Corporation Statutes, Including the MBCA (2016)
    9. § 2.9 Constitutional Status and Political Activity of Corporations
  6. Chapter 3. Formation of Corporations
    1. § 3.1 Introduction
    2. § 3.2 Choosing the State of Incorporation (and Application of the Internal Affairs Doctrine)
    3. § 3.3 Mechanics of Formation—Overview
    4. § 3.4 Articles of Incorporation
    5. § 3.5 Completing the Organization: Meetings, Bylaws, etc.
    6. § 3.6 Ultra Vires
    7. § 3.7 Foreign Corporations
  7. Chapter 4. Pre-Incorporation Transactions and Problems of Defective Incorporation
    1. § 4.1 Introduction
    2. § 4.2 Promoters
    3. § 4.3 Pre-Incorporation Contracts
    4. § 4.4 Subscriptions for Stock
    5. § 4.5 Agreement to Form a Corporation
    6. § 4.6 The Secret Profit Rule
    7. § 4.7 Defective Incorporation and De Facto Corporation
    8. § 4.8 Corporation by Estoppel
  8. Chapter 5. The Distribution of Powers in a Corporation
    1. § 5.1 Introduction
    2. § 5.2 The Traditional “Statutory Scheme”
    3. § 5.3 Role of the Shareholders
    4. § 5.4 Role of the Board of Directors
    5. § 5.5 Role of Officers
    6. § 5.6 The Traditional Model and Close and Public Corporations
  9. Chapter 6. Shareholders
    1. § 6.1 Introduction
    2. § 6.2 Record Owner and Record Date
    3. § 6.3 Shareholders Must Act as a Group (in One of Two Ways)
    4. § 6.4 Shareholder Action at Meetings: Notice, Quorum and Voting
    5. § 6.5 Cumulative Voting
    6. § 6.6 Voting by Proxy
    7. § 6.7 Voting Trusts and Voting Agreements
    8. § 6.8 Stock Transfer Restrictions, Including Buy-Sell Agreements
    9. § 6.9 Inspection of Corporate Records
  10. Chapter 7. Directors
    1. § 7.1 Introduction
    2. § 7.2 Statutory Requirements
    3. § 7.3 A “Staggered” (or “Classified”) Board
    4. § 7.4 The Board Must Act as a Group (in One of Two Ways)
    5. § 7.5 Board Meetings: Notice, Quorum and Voting
    6. § 7.6 Vacancies on the Board
    7. § 7.7 Compensation of Directors
    8. § 7.8 Committees of the Board
  11. Chapter 8. Officers
    1. § 8.1 Introduction
    2. § 8.2 Statutory Requirements
    3. § 8.3 Sources of Authority
    4. § 8.4 Application of Agency Law
    5. § 8.5 Selection and Removal of Officers
    6. § 8.6 Fiduciary Duties of Officers
  12. Chapter 9. Fiduciary Duties
    1. § 9.1 Introduction
    2. § 9.2 Who Owes What Duties to Whom?
    3. § 9.3 The Duty of Care: Inaction, Causation, and Oversight
    4. § 9.4 The Duty of Care: Misfeasance and the Business Judgment Rule (BJR)
    5. § 9.5 The Duty (or “Obligation”) of Good Faith
    6. § 9.6 The Duty of Loyalty: Overview
    7. § 9.7 The Duty of Loyalty: Competing Ventures
    8. § 9.8 The Duty of Loyalty: Self-Dealing (“Interested Director Transactions”)
    9. § 9.9 The Duty of Loyalty: Usurping Business Opportunities
    10. § 9.10 Issues Presented by Controlling Shareholders (Including Parent- Subsidiary Relations)
    11. § 9.11 Which Fiduciaries Are Liable for a Breach of Duty?
  13. Chapter 10. Special Issues in the Close Corporation
    1. § 10.1 Introduction
    2. § 10.2 Characteristics of a Close Corporation (and “Statutory Close Corporation”)
    3. § 10.3 Shareholder Management
    4. § 10.4 Shareholder Liability—Piercing the Corporate Veil (PCV)
    5. § 10.5 Special Applications of PCV (and Enterprise Liability)
    6. § 10.6 Fiduciary Duty and Oppression
    7. § 10.7 Transfer of Controlling Interest
  14. Chapter 11. Special Issues in the Public Corporation
    1. § 11.1 Introduction
    2. § 11.2 Public Trading of Securities, Registration, and Reporting
    3. § 11.3 The Sarbanes-Oxley Act and Financial Accountability
    4. § 11.4 Federal Regulation of Proxy Solicitation
    5. § 11.5 Hostile Takeovers and Activist Shareholders
    6. § 11.6 Executive Compensation
  15. Chapter 12. Financing the Corporation
    1. § 12.1 Introduction
    2. § 12.2 Debt and Equity Financing and Securities
    3. § 12.3 Issuance of Stock—Definition, Limitations on Consideration, and “Watered” Stock
    4. § 12.4 Pre-Emptive Rights
    5. § 12.5 Funding from Venture Capital or Public Issuance
    6. § 12.6 Accounting and Financial Records
  16. Chapter 13. Dividends and Other Distributions
    1. § 13.1 Introduction
    2. § 13.2 Dividends—In General
    3. § 13.3 Shareholders’ “Right” to a Dividend
    4. § 13.4 Classes of Stock (Preferred, Cumulative, Redeemable, etc.)
    5. § 13.5 Corporate Repurchase or Redemption of Its Own Stock
    6. § 13.6 Statutory Restrictions on Distributions and Liability for Improper Distributions
  17. Chapter 14. Potential Liability in Securities Transactions
    1. § 14.1 Introduction
    2. § 14.2 State Law
    3. § 14.3 Rule 10b–5: Background and Elements
    4. § 14.4 Fraudulent Behavior
    5. § 14.5 Section 16(b)
  18. Chapter 15. Derivative Litigation
    1. § 15.1 Introduction
    2. § 15.2 Determining Whether a Case Is Derivative
    3. § 15.3 Derivative Litigation: Overview
    4. § 15.4 Prerequisites for a Derivative Suit
    5. § 15.5 Motions to Dismiss and the Special Litigation Committee (SLC)
    6. § 15.6 Settlement of a Derivative Suit
    7. § 15.7 Who Really Pays? Indemnification Statutes
    8. § 15.8 Exculpatory Provisions and Insurance
  19. Chapter 16. Fundamental Corporate Changes
    1. § 16.1 Introduction
    2. § 16.2 Procedure for Fundamental Changes
    3. § 16.3 Dissenting Shareholders’ Right of Appraisal
    4. § 16.4 Amendment to the Articles of Incorporation
    5. § 16.5 Merger, Consolidation, and Share Exchange
    6. § 16.6 Disposition of All or Substantially All Assets
    7. § 16.7 Conversion
    8. § 16.8 Dissolution
  20. Glossary
  21. Index
  • Publication Date: August 18th, 2020
  • ISBN: 9781684672394
  • Subject: Business Organizations
  • Series: Nutshells
  • Type: Overviews
  • Description: Completely revised and updated, conversational in tone, the book summarizes all major forms of business, not simply the corporation. It features numerous examples to illustrate key concepts. Comprehensive yet concise, it addresses the theory of the firm, including the emergence of greater concerns for constituencies other than shareholders, as well as the nuts-and-bolts of corporate law. It offers separate consideration of specialized issues raised in closely-held and public corporations. With updated discussion of recent case law, particularly about controlling shareholders and takeovers, the book offers detailed comparison of Delaware and other leading corporate law legislation. The book also covers relevant federal law, including Sarbanes-Oxley, Rule 10b-5, and Section 16(b). Financial and accounting concepts are explained with helpful examples, so that even sociology majors need not fear them.