Business Organizations Law
Authors:
Cox, James D. / Hazen, Thomas Lee
Edition:
5th
Copyright Date:
2020
39 chapters
have results for Business Organizations Law, 5th ed. by James D. Cox and Thomas Lee Hazen (2020)
Preface 8 results (showing 5 best matches)
- James D. CoxThomas Lee Hazen
- The text is written and edited to provide an understanding of the law relating to business organizations. Although some leading sources are included, the text is not intended as a research tool. Footnotes from the parent Practitioner’s Edition have been edited severely. Readers conducting research and seeking additional citations should consult the four volume
- Cox & Hazen on Corporations
- In this work, we provide a comprehensive analysis of all areas of corporate law and some significant provisions of the federal securities laws. Contrasting judicial and statutory approaches are examined in both a contemporary commercial context and historical evolution of law on each subject examined. We have avoided a state-by-state review on each topic; instead we devote our energies to capturing and critiquing the significance of the differences in approaches. As evident in each of our chapters, we examine the historical fount of doctrines, their contemporary vitality, and qualifications and weaknesses in their impact. This text is not content to recite the empty metaphors and vague incantations that appear with regrettable frequency in the courts’ treatment of important issues of corporate law. We emphasize the financial, political, and social considerations that appear to have guided the courts’ dispositions in individual cases. Simply stated, we seek to provide a helpful and...
- January, 2020
- Open Chapter
Chapter 12. Obligations Arising Out of Transactions in Shares 300 results (showing 5 best matches)
- James D. Cox, Fraud is in the Eyes of the Beholder: Rule 10b–5’s Applications to Acts of Corporate Mismanagement, 47 N.Y.U. L. Rev. 674 (1972)
- James D. Cox, “We’re Cool” Statements after : Securities Fraud Suits for Failures to Comply with the Law, 68 S.M.U. L. Rev. 715 (2015) (reviewing the implications of with a focus on puffery and forward looking statements).
- The Fifth Circuit held that in order for a plaintiff to maintain a Rule 10b–5 action, it is not necessary to prove the success of the state law remedy; rather, all that need be shown is that on full disclosure, the plaintiff in state court would have been able to make out a prima facie case.
- 2 Louis Loss & Joel Seligman, Securities Regulation 1040 to 1045 (3d ed. 1989); Thomas L. Hazen, The New Pragmatism Under Section 16(b) of the Securities Exchange Act, 54 N.C. L. Rev. 1 (1975);
- Thomas L. Hazen, The New Pragmatism Under Section 16(b) of the Securities Exchange Act, 54 N.C.L. Rev. 1 (1975).
- Open Chapter
Chapter 13. Rights and Powers of Shareholders: Inspection Rights, Voting, and Proxies 379 results (showing 5 best matches)
- Thomas Lee Hazen, Treatise on the Law of Securities Regulation ch. 10 (7th ed. 2016).
- Business Roundtable v. SEC, 647 F.3d 1144 (D.C. Cir. 2011)
- Thomas L. Hazen, Administrative Enforcement: An Evaluation of the Securities Exchange Commission’s Use of Injunctions and Other Enforcement Methods, 31 Hast. L.J. 427 (1979).
- James D. Cox, “We’re Cool” Statements after
- Thomas L. Hazen, Corporate Chartering and the Securities Markets: Shareholder Suffrage, Corporate Responsibility and Managerial Accountability, 1978 Wis. L. Rev. 391
- Open Chapter
Chapter 1. Forms of Business Association—Definitions and Distinctions 356 results (showing 5 best matches)
- 1 Thomas Lee Hazen, Treatise on the Law of Securities Regulation §§ 1:49 (7th ed. 2016).
- Thomas Lee Hazen, Treatise on the Law of Securities Regulation (7th ed. 2016).
- Ralph E. Boyer, Nonprofit Corporation Statutes: A Critique and Proposal 1–122 (1957); ABA-ALI Model Non-Profit Corp. Act iv (Rev. 1957). Howard L. Oleck, Non-Profit Corporations, Associations and Organizations 57–75 (5th ed. 1988).
- The business trust, often referred to as the “Massachusetts trust” because of its reputed origin in Massachusetts and its frequent use there, is a business organization created by a deed or declaration of trust under which assets suitable for a business enterprise are transferred to trustees to be managed for the benefit and profit of persons holding transferable certificates evidencing the beneficial interests in the trust estate. The trustees have legal title to the property in trust and act as principals for the certificate holders (“shareholders”). Vesting title to the enterprise’s assets in trustees and empowering them to act as representatives of the business create a business organization, if not a legal unit. The business trust, therefore, embodies at least three important characteristics of the corporate form of business: limited liability, centralized management, and transferability of ownership. ...is attained by providing for the remaining trustees or the beneficial...
- Chester Rohrlich, Organizing Corporate and Other Business Enterprises § 2A.02 (5th ed. 1975).
- Open Chapter
Title Page 5 results
Chapter 20. Dividend Distributions: Rights, Restrictions, and Liabilities 137 results (showing 5 best matches)
- James D. Cox, Financial Information, Accounting and the Law 257 (1980).
- Thomas C. Ackerman, Jr. & James K. Sterrett, II, California’s New Approach to Dividends and Reacquisitions of Shares, 23 UCLA L. Rev. 1052 (1976)
- The major source of funds for business expansion is the accumulated but undistributed profits of the business. The board of directors’ decision to expand the business opens a host of questions as to how the expansion should be financed—by issuance of equity, by debt, or from undistributed earnings. Even though a school of financial theory counsels that the firm’s value is not impacted by whichever of these choices occurs, intangible considerations that are best commended to the board of directors unless an abuse of discretion is otherwise demonstrated. Thus the courts hesitate to substitute their judgment on complicated questions of business policy for that of the elected managers of the business and have limited the scope of judicial review that they are willing to undertake.
- The current version of the Model Business Corporation Act follows California’s lead in jettisoning most of the traditional legal-capital concepts. The treasury share enigma is abolished, and both share repurchases and dividends are covered under the concept of “distributions” to shareholders. The Model Business Corporation Act diverges significantly from the earlier “surplus” approach in rejecting a restriction based on earnings. In lieu of retained earnings or earned surplus, the Model Business Corporation Act and California use a simpler and more flexible balance-sheet test. The new provision prohibits distributions if, after the distribution, a corporation’s total assets are less than its total liabilities plus liquidation preferences, if any. The Model Business Corporation Act and California further decline dependency on GAAP by placing the method for valuation of assets and liabilities within the directors’ discretion, subject to a standard of reasonableness under the...
- 1 Garrard Glenn, Fraudulent Conveyances and Preferences § 32 (rev. ed. 1940) (hereinafter Fraudulent Conveyances); Garrard Glenn, The Law Governing Liquidation §§ 12, 13, 22 (1935).
- Open Chapter
Chapter 24. Federal and State Takeover Laws 166 results (showing 5 best matches)
- Thomas Lee Hazen, State Anti-Takeover Legislation: The Second and Third Generations, 23 Wake Forest L. Rev. 77 (1988)
- Thomas L. Hazen, Transfers of Corporate Control and Duties of Controlling Shareholders—Common Law, Tender Offers, Investment Companies and a Proposal for Reform, 125 U. Pa. L. Rev. 1023 (1977)
- Item One must contain a description of the security purchased and its issuer. Item Two elicits information regarding the beneficial owner, including the principal business of the person making the filing and whether the filer has been convicted within the past five years of criminal violations or has been the subject of a civil order arising out of a violation of the securities laws. Item Three requires detailed disclosures of the source and amount of funds or other considerations being used to acquire the securities. Item Four requires a description of the purpose(s) of the transaction, including any plans the purchaser may have that likely will result in a reorganization or a business combination such as mergers, consolidations, sales or acquisition of substantial assets, tender offers, changes in dividend policies and the like. company’s securities owned by the filer and its affiliates. Item Six elicits descriptions of all contracts, arrangements, understandings, or relationships...
- The Indiana statute applied to target corporations that (1) were incorporated in Indiana and (2) had their principal place of business or substantial assets within Indiana and a certain number of shareholders in Indiana. The latter two-point bases were not emphasized by the court, and logic would suggest that being incorporated within the state justifies applying its anti-takeover provisions.
- further provides that the tender offeror may not increase or decrease the terms of the offer, the type of consideration, or the dealer’s soliciting fee unless the tender offer remains open for at least ten business days from the publication of the notice of such change in the terms of the offer. Rule 14e–1(d) makes it unlawful to extend the length of the tender offer without issuing a notice of such extension by press release or other public announcement, and the notice must give sufficient detail of the time period of the tender offer and its extension.
- Open Chapter
Chapter 9. Functions and Powers of Directors 282 results (showing 5 best matches)
- Thomas L. Hazen, Treatise on the Law of Securities Regulation ch. 20 (7th ed. 2016).
- Thomas L. Hazen, Corporate Chartering and the Securities Markets: Shareholder Suffrage, Corporate Responsibility and Managerial Accountability, 1978 Wis. L. Rev. 391
- concerning “espionage” means that corporate boards may satisfy their obligation to be reasonably informed concerning the corporation, without assuring themselves that information and reporting systems exist in the organization that are reasonably designed to provide senior management and the board itself timely, accurate information sufficient to allow management and the board, each within its scope, to reach informed judgments concerning both the corporation’s compliance with law and its business performance. . . .
- The most enduring criticism of the hundreds of commentators is that of Professor William Cary, who called for federally imposed “minimum standards” for conduct by public corporations. Though the object of his criticism is the law and courts of Delaware, the fount of that criticism is the internal affairs doctrine, the most significant of all legal principles. The internal affairs doctrine is essentially a choice of law rule; it holds that questions regarding the relations among shareholders, directors, and officers are governed by the law of the state of incorporation. The emphasis here on the state reflects not only the federal system of government in the United States, but also the inertial forces of history whereby matters of corporate law have been a matter of state, not federal, law. And, unlike the continental “law of the seat” approach, ...requirement in the United States that incorporation be in a state where the company has its principal place of business or, for that...
- The directors’ authority generally is restricted to the management of the corporation’s business affairs. Without shareholder approval, they cannot effect fundamental changes in the corporation’s charter or organization or dissolve the corporation, since such actions do not relate to ordinary business.
- Open Chapter
Chapter 10. Directors’ and Officers’ Duties of Care and Loyalty 230 results (showing 5 best matches)
- Report of Committee on Corporate Laws: Changes in the Model Business Corporation Act, 30 Bus. Law. 501, 505 (1975)
- James D. Cox, Compensation, Deterrence, and the Market as Boundaries for Derivative Suit Procedures, 52 Geo. Wash. L. Rev. 745, 765 (1984)
- James D. Cox & Nis Jul Clausen, The Monitoring Duties of Directors Under the EC Directives: A View from the United States Experience, 2 Duke J. Comp. & Int’l L. 29, 31–44 (1992)
- [I]t would be . . . mistake to conclude that . . . corporate boards may satisfy their obligation to be reasonably informed concerning the corporation, without assuring themselves that information and reporting systems exist in the organization that are reasonably designed to provide to senior management and to the board itself timely, accurate information sufficient to allow management and the board, each within its scope, to reach informed judgments, concerning both the corporation’s compliance with law and its business performance. . . .
- Richard W. Jennings & Richard M. Buxbaum, Corporations; Cases and Materials 178 (5th ed. 1979).
- Open Chapter
Chapter 15. The Derivative Suit 409 results (showing 5 best matches)
- James D. Cox & Harry L. Munsinger, Bias in the Boardroom: Psychological Foundations and Legal Implications of Corporate Cohesion, 48 Law & Contemp. Probs. 83, 114–129 (1985)
- James D. Cox, Heroes in the Law: Alford v. Shaw, 66 N.C. L. Rev. 565 (1988)
- James D. Cox, Searching for the Corporation’s Voice in Derivative Suit Litigation: A Critique of Zapata and the ALI Project, 1982 Duke L.J. 959, 1009–1010
- Deborah A. DeMott, Shareholder Derivative Actions Law & Practice §§ 2.1 to 2.7 (2019–2020 ed.).
- N.Y. Bus. Corp. Law § 626(b) (2009)
- Open Chapter
Chapter 11. Fiduciary Duties for Executive Compensation, Corporate Opportunities, and Controlling Stockholders 252 results (showing 5 best matches)
- Thomas L. Hazen, Transfers of Corporate Control and Duties of Controlling Shareholders—Common Law, Tender Offers, Investment Companies—and a Proposal for Reform, 125 U. Pa. L. Rev. 1023, 1027 (1977)
- James D. Cox, Equal Treatment For Shareholders: An Essay, 19 Cardozo L. Rev. 615 (1997)
- Randall S. Thomas, Alan R. Palmiter and James F. Cotter, Dodd-Frank’s Say on Pay: Will It Lead To A Greater Role For Shareholders In Corporate Governance, 97 Cornell L. Rev. 1213 (2012)
- Even though employees cannot solicit their employer’s customers as long as they are employees, they can advise the customers of their intent to leave and start a competing business. Regardless of whether customers are permanent or continuous or that their business can be obtained only by competitive bidding, solicitation is still a violation of the employee’s fiduciary obligation. The corporation has a right to be free from interference with its customers from those employed by the corporation. The line between solicitation and advising is not always a bright one. The question turns upon just how specific the communication is so that the more general the communication the more it appears to be mere preparation to leave and not to compete as such. Merely informing customers of an intent to leave and of a desire for their business in the future does not constitute solicitation. However, pressing the customer for business and ...the “defendants hoped that when they got organized and...
- What is within a corporation’s line of business is not always easy to identify Though the test is broader than the interest or expectancy test, courts can still have a very narrow view of what is within a firm’s line of business. Furthermore, fine factual distinctions abound even under the broader line of business test. Thus an opportunity to earn a large profit quickly by purchasing a parcel of land should be considered within the line of business of a company that generally develops land but rarely itself speculates in land. The question would be much closer, however, if the company only developed land and never speculated in land. Of course, the corporation may have in its articles, bylaws, or a resolution of its board of directors a provision that unequivocally identifies the types of business or activity in which the company does not have an interest and that are fair game for its directors or even officers. Such an approach is expressly authorized by the American Law...
- Open Chapter
Chapter 3. The Incorporation Process 137 results (showing 5 best matches)
- James D. Cox, Corporate Law and The Limits of Private Ordering, 93 Wash. U. L. Rev. 257 (2016);
- Chester Rohrlich, Organizing Corporate and Other Business Enterprises at 4.01 (5th ed. 1990).
- In addition to federal trademark and trade name protection under the Trademark Act of 1946, which is also referred to as the Lanham Act ( 15 U.S.C. §§ 1051 et seq. (2006)), there is a large body of relevant case law. J. Thomas McCarthy, McCarthy on Trademarks and Unfair Competition (4th ed. 2002).
- In selecting the state of incorporation, the attorney makes a decision not only as to the relevant statutory law but also as to the case law that will govern all corporate questions, including the duties of the corporation’s officers and directors and the rights of its stockholders. As such, it may be advisable to shop for the jurisdiction that will best suit the organizers’ needs. On the other hand, the decision of where to incorporate “should be approached with a strong predisposition to incorporate in the state where the corporation’s principal business activity will be located.” This local preference is due to several economic considerations. First, incorporating in a state where it would otherwise not have a sufficient presence to subject the corporation to the state’s taxing authority visits upon the corporation an unnecessary tax burden. Moreover, businesses not locally domiciled have to qualify to do business in each state where they operate.
- Convening the first meeting of the directors (generally called an “organization meeting”) to complete the corporation’s organization by electing officers, adopting bylaws, issuing shares, and taking subscriptions, accepting pre-incorporation subscriptions and contracts, adopting the form of stock certificate, establishing a principal office, fixing the place for regular meetings of the directors, authorizing a depository for corporate funds as well as identifying who has authority to execute checks against the company’s account, adopting contracts made by the promoters on behalf of the proposed corporation, authorizing the application for a permit under state blue sky laws to take subscriptions and issue shares, and appointing a resident agent for the service of process;
- Open Chapter
Chapter 2. The Evolution of Corporations in England and America 187 results (showing 5 best matches)
- William A. Klein & John C. Coffee, Jr., Business Organization and Finance: Legal and Economic Principles 174 (8th ed. 2002).
- Thomas L. Hazen, Corporate Chartering and the Securities Markets: Shareholder Suffrage, Corporate Responsibility and Managerial Accountability, 1978 Wis. L. Rev. 391
- Harry G. Henn, Handbook of the Law of Corporations and Other Business Enterprises, 22 n.40 (2d ed. 1970).
- Thomas Kelley, Law and Choice of Entity on Social Enterprise Frontier, 84 Tul. L. Rev. 337, 361 (2009)
- Dana Brakman Reiser, Benefit Corporations—A Sustainable Form of Organization?, 46 Wake Forest L. Rev. 591, 622–23 (2011)
- Open Chapter
Chapter 5. The Promotion of the Corporation 83 results (showing 5 best matches)
- Promoters discover business opportunities, prepare plans to take advantage of them, and push those plans to completion. They perform an essential economic function in assembling and coordinating the necessary plan, materials, and personnel for new business enterprises. Although there are many professional promoters, people whose life’s work is the conception and organization of business enterprises, most business enterprises are conceived and organized by amateur promoters, people who play the role of promoter only once or twice in a lifetime, usually in connection with a business with which they expect to be permanently identified.
- The typical promoter performs many varied services in launching an enterprise, often enlisting the aid of experts, lawyers, bankers, solicitors, and other persons. The various activities of the promoter may be classified as follows: (1) the discovery and investigation of a promising business opportunity; (2) the formulation of business and financial plans; (3) the assembling of the enterprise by negotiating and obtaining some control over the subject matter by options or contracts made on behalf of the proposed corporation or on the promoter’s credit; (4) the making of arrangements for financing the enterprise and issuing securities; and (5) the arranging of the promoter’s own compensation.
- 2 Samuel Williston, Contracts § 306 (3d ed. Jaeger 1959).
- Adoption is a corporation’s assent to a contract that was made in contemplation of the corporation’s assuming it after organization. In other words, adoption occurs when a corporation takes the contract rights and obligations of the promoter and makes them its own.
- Still another theory is that whenever the parties to a promoter’s contract anticipate that the corporation when formed will accept the contract and take over its performance, the contract is to be viewed as contemplating a novation, by which the corporation, when it assents after organization, is substituted for the promoter. but more recent decisions have relied on an adoption/ratification theory and have been reluctant to find that such a contract contemplated a novation.
- Open Chapter
Chapter 21. Repurchases, Redemptions and the Reduction of Capital 87 results (showing 5 best matches)
- Thomas L. Hazen, Corporate Mismanagement and the Federal Securities Act’s Antifraud Provisions: A Familiar Path With Some New Detours, 20 B.C. L. Rev. 819 (1979)
- Thomas C. Ackerman, Jr. & James K. Sterrett, III, California’s New Approach to Dividends and Reacquisitions of Shares, 23 UCLA L. Rev. 1052 (1976)
- Palmer v. Justice, 322 F.Supp. 892 (N.D. Tex.)
- 2 F. Hodge O’Neal & Robert B. Thompson, O’Neal and Thompson’s Close Corporations and LLCs: Law and Practice §§ 7.10, 7.11 (rev. 3d ed. 2009).
- This interpretation essentially brings the law of Delaware into line with the discretion the board of directors enjoys under the current Model Business Corporation Act to resort to unrealized gains as a source for distributions to shareholders. One should approach these developments with a healthy appreciation of the risks of allowing such discretion. Corporate law has historically restricted the ability of directors to make distributions to shareholders out of fear that if unrestricted the directors may prefer the interests of shareholders over the pressing rights of creditors. The historical limitations, albeit artificial, nevertheless were guided by metrics that were objective and certainly not within the control of the board of directors. and the Model Act weaken such objectivity for the regulation of distributions to shareholders. Also, unrealized gains may well not be true economic profits. True gains are those that are amounts that are not necessary to continue to operate the
- Open Chapter
Chapter 25. Amendments to the Corporate Charter 43 results (showing 5 best matches)
- Victor Brudney, Corporate Governance, Agency Costs, and the Rhetoric of Contract, 85 Colum. L. Rev. 1403 (1985)
- The Constitution declares that “[n]o State shall . . . pass any . . . Law impairing the Obligation of Contracts. . . .” When the legislature of a state grants a charter to a private corporation, whether it be of a business or a charitable nature, the charter embodies a contract between the state and the corporation and later its shareholders. The leading case on the power of the state to authorize changes in the shareholders’ contract with the corporation was decided by the United States Supreme Court in 1819 and is known as the Dartmouth College, a charitable corporation, had been created by a charter granted in 1769 by the governor of the colony acting in the name of King George III. The charter provided that the purpose of the institution was the instruction of Indian, English, and other youths. Management and control of the institution were entrusted to a self-perpetuating board of 12 trustees and their successors. In 1816, the New Hampshire legislature passed three special...
- Corporation statutes vest the management of corporate business in the board of directors. The board’s authority extends to the making of contracts of any kind, incurring indebtedness, and authorizing any other act, unless otherwise limited by the articles of incorporation or by a provision in the state corporation statute. Any statutory limitation on the board of directors’ authority to carry out corporate business arises when the transaction is of a type for which the statute requires shareholder approval to be obtained. Shareholder approval is so required in those instances where the transaction poses a fundamental change in the corporation or the stockholders’ economic or voting rights. Fundamental corporate transactions are those characterized by their extraordinary nature as well as by the unusual changes they bring either to the corporate business or to the rights of its shareholders. It is because of their effects on the business and the shareholders that the authority to...
- To understand the formal procedures that accompany the process of amending the articles of incorporation invites a reconsideration of the earlier discussion that a corporation is but a “nexus of contracts.” This metaphor describes the unique contractual relationship that exists among the shareholders, the corporation, and the state of incorporation. At the heart of this contract are the corporation’s articles of incorporation as well as the statute under which it is incorporated. By conceptualizing the shareholders’ relationship with their corporation as contractual, with the terms of that contract set forth in both its articles of incorporation and the local corporate statute, a certain rigidity in that relationship appears. Thus, absent some authority in either the articles of incorporation or the laws of the governing state, an amendment of the articles of incorporation would appear to require the consent of all shareholders. This statement merely reflects the basic principle of...
- In most instances the amendment of the articles of incorporation requires the approval of both the board of directors and the shareholders entitled to vote. Many states follow the lead of the former Model Business Corporation Act and the current Model Business Corporation Act to permit certain types of amendments solely on the authority of the board of directors. In most cases, such authorization is confined to certain “housekeeping” changes, such as deleting the names or addresses of the initial directors, substituting the full expression “corporation” or “incorporated” for the abbreviated version, or vice versa, or to deleting the name or address of the initial registered agent. Some substantive changes are also authorized to be made solely on the authority of the board of directors, such as the power to extend the duration of the corporation if the corporation was formed at a time when a limited duration was required by law,
- Open Chapter
Chapter 6. Defective Formation of Corporations and Revival of Existence 49 results (showing 5 best matches)
- Good faith in claiming to be a corporation and in doing business as a corporation. Initial good faith may not be sufficient. Later discovery of defects by the associates may thereafter preclude application of the de facto doctrine to their organization.
- Statutes in a number of states forbid collateral attack on incorporation. The Delaware statute, for example, provides that “no corporation of this State and no person sued by any such corporation shall be permitted to assert the want of legal organization as a defense to any claim.” A provision of this kind seems to be merely declaratory of the common law and does not supersede the usual rules as to de facto corporations and corporations by estoppel.
- If business associates purport to conduct their enterprise as a corporation but have not complied with statutory requirements for the organization of a corporation, or if the organization is otherwise defective in one or more of the respects just enumerated, will their association be treated as a corporation? Or perhaps the more accurate question is, which of the normal corporate attributes and incidents will the association be recognized as having, under what circumstances, and for what purposes?
- A use of corporate powers—that is, the transaction of business by the organization as if it were a corporation. This element seems to be of only minor importance. Occasionally, in stating the essentials of the doctrine, a court has omitted the requirement of colorable compliance with the statute, but it is not clear whether this omission is deliberate or inadvertent.
- By simplifying the mechanics of incorporation, modern corporation statutes have reduced the number of defective incorporations and thereby the amount of litigation. Furthermore, most modern corporation acts contain provisions designed to clear up some of the problems of defective organization. Such provisions either dictate the moment in the incorporation process that a corporation comes into existence by providing that the filing of the articles of incorporation or the issuance of a certificate of incorporation by the secretary of state is either presumptive evidence or “conclusive evidence” or “conclusive proof” that all conditions precedent to incorporation have been met, or they specify the consequences of particular defects in the organization process, as well as forbidding collateral attack on incorporation in certain types of cases. The effect of some of these provisions on traditional doctrines such as de facto incorporation and corporation by estoppel is far from clear.
- Open Chapter
Chapter 18. Capital Structure, Preferences, and Classes of Securities 100 results (showing 5 best matches)
- James C. Van Horne, Financial Management and Policy 543–46 (11th ed. 1998).
- James C. Van Horne & John M. Waschowicz, Jr., Fundamentals of Financial Management 586–97 (10th ed. 1998).
- A sound and well-balanced capital structure must be carefully planned. The choice between stocks and bonds of different varieties depends on many considerations, including whether the business has an established earnings record, the ratio of property to its obligations, the rate of return that must be paid, probable marketability and attractiveness to investors, advantages under federal and state tax laws, and the effect on the future credit and ability of the corporation to survive business cycles.
- Broad v. Rockwell Int’l Corp., 642 F.2d 929, 958–959 (5th Cir.)
- The focus of the Act is on providing “an effective and independent trustee.” It addresses this goal by proscribing nine “conflicting interest” relationships. Additionally, the Act mandates certain minimum capital requirements, calls for high standards of conduct and responsibility on the part of the indenture trustee, preludes seeking preferential treatment for the trustee’s claims (as distinct from those of the bondholders the trustee represents) when the obligor is in default, mandates that the issuer provide the trustee with evidence of compliance with the indenture’s covenants, and requires the trustee to provide reports and notices to the (2) as founded in principal-agent law, and (3) based on the contract rights, as defined in the indenture agreement. ...the trustee from also being a lender to the obligor of the bonds for which the trustee is the indenture trustee. This reflects the commercial reality that has long existed that most indenture trustees are banks and, as such,...
- Open Chapter
Chapter 22. Corporate Combinations 267 results (showing 5 best matches)
- Boris I. Bittker & James S. Eustice, Federal Income Taxation of Corporations and Shareholders (6th ed. 1994).
- (1969). The Revised Model Business Corporation Act replaced the “all or substantially all” and “usual and regular course of business” language with a standard defined by a disposition of assets that would leave the corporation without a “significant continuing business activity.” Model Bus. Corp. Act §§ 12.02(a)
- Merger and consolidation are, in essence, the transfer of the property and business of one corporation to another in exchange for securities or cash issued by the purchaser to shareholders of the seller. Merger and consolidation involve the automatic (that is, by operation of law) assumption of all the debts and liabilities of the transferring corporations and a compulsory novation on the part of the creditors. As we have seen, in a combination by sale of assets there may not be a compulsory exchange or distribution of new shares for old or a compulsory substitution of a new debtor as to the debts and liabilities of the seller. In a sale of assets, sufficient funds must be reserved or adequate provision made to take care of the debts and liabilities of the seller; otherwise the transfer would be a fraudulent conveyance, which could be attacked by the creditors. Merger and consolidation are also highly advantageous forms of reorganization because ...under the federal tax laws...
- Hernando Bank v. Huff, 609 F.Supp. 1124 (N.D. Miss. 1985)
- A consolidation or merger always involves a transfer of the assets and business of one or more corporations to another corporation in exchange for its securities, cash, or other consideration. A merger results in a transfer of the assets to one of the constituent corporations that absorbs the other. With a consolidation a new consolidated corporation is created into which each constituent corporation transfers its assets and liabilities. In each case, the transfer is made by operation of law—that is, by force of the statute operating on the agreement of the constituents to merge or consolidate.
- Open Chapter
Chapter 7. The Separate Corporate Entity: Privilege and Its Limitations 121 results (showing 5 best matches)
- Mohsen Manesh, The Case Against Fiduciary Veil Piercing, 72 Bus. Law. 61(2017). Leo J. Strine, Jr. & J. Travis Laster, The Siren Song of Unlimited Contractual Freedom, in Research Handbook on Partnerships, LLCs and Alternative Forms of Business Organizations, 11 (Rob’t W. Hillman & Mark J. Lowenstein, eds. 2015).
- The disregard of the corporate entity occurs in a variety of settings, the most common being to impose personal liability on the corporation’s stockholders. If the corporation is insolvent, its unsatisfied creditors, including any tort claimants, can be expected to pursue all reasonable avenues to reach the personal assets of its shareholders by arguing that the corporation is not truly a separate entity. Sometimes it is important to determine whether the real party in interest is the corporation or an individual. For example, state usury laws frequently apply if the borrower is an individual but not if the borrower is a corporation. Cases have therefore posed the question whether the corporate entity should be disregarded for the purpose of applying the state usury law. Another illustration where holding a statute had been violated turned on whether to disregard the separate identity of a corporation arose in where, to circumvent a state law mandating that businesses close on...
- Subsidiary and affiliated corporations have become important instruments of large-scale business. The same shareholder or group of shareholders may form or acquire various affiliated corporations for use as related branches of an enterprise under the unified management of common directors and officers. Much the same result is accomplished by subincorporation, when a parent or holding company reincorporates itself and splits its personality into several branches of the business.
- The issue of dominance of one entity over another is not limited to the corporate arena; veil piercing considerations arise in areas of partnership law. ushered in a novel development by holding that the directors of a corporation that served as the general partner of a limited partnership owed fiduciary duties to the limited partners. The court reasoned that such a duty was owed to the limited partners because “one who controls property of another may not, without implied or express agreement, intentionally use that property in a way that benefits the holder of the control to the detriment of the property or its beneficial owner.” , comingling, but was based on the quest to create an individual duty within an organization structure designed to avoid such responsibility. ...is the product of equity so that formalism is not a guiding principle. In these cases the courts appear to disregard the organization’s fictional existence to allow the true contestants to litigate the claims. Thus...
- where a large newspaper publishing corporation purchased a solvent newspaper and then converted the subsidiary into a supplier of newsprint because the parent believed there would soon be a shortage of newsprint. The feared newsprint shortage never developed; in fact, there was an abundant supply of newsprint. The subsidiary entered bankruptcy. Among the claims before the bankruptcy court were the loans the parent had made to convert the subsidiary’s operations. The Second Circuit subordinated the parent’s loans, reasoning they were tainted by the parent having controlled the subsidiary for its own interests to the detriment of its creditors. One would expect a different holding if the parent had not itself been a publisher but rather a conglomerate that legitimately believed greater returns would lie in meeting the expected demand for newsprint. Under these facts, the parent’s motives, while self-serving in the sense they sought to maximize its return, are of the type the law...
- Open Chapter
Chapter 4. The Scope of the Authorized Business and Duties to Other Constituencies 79 results (showing 5 best matches)
- First, section 2.01 mandates that the corporation must abide by the law, as must a natural person. Under the common law’s strict obeisance to the economic objective of the corporation, corporations may disobey the law and remain true to their objectives if the benefits of disobeying the law exceed the cost of compliance and/or apprehension. Section 2.01 rejects such cost-benefit determinations; the ALI commentary permits disobeyance A second modification to the common law arises with those actions covered by section 2.01(b)(2) and (3)—deviations from the profit objective supported by ethical or societal considerations. In place of the economic considerations for judging the propriety of such departures, the ALI substitutes a broad standard of “reasonableness,” in which the propriety of a corporation’s actions motivated by ethical or societal considerations is tested by such varying considerations as the custom among corporations and the relative nexus between the resources the...
- Today, both by law and by public sentiment, a greatly enlarged social duty and responsibility of businesses exists for the comfort, health, and well-being of their employees. It is not always sufficient merely to pay the actual wage agreed upon. However, if a bonus or other compensation of directors and executives is so large as to have no relation to the value of the services for which it is given, it may be treated as in reality a gift, which even the majority shareholders have no power to make. An important consideration in all cases is whether the compensation arrangement has been approved by outside directors or by the stockholders.
- ALI 1 Principles of Corporate Governance: Analysis and Recommendations (1994 & Supp. 1998). The ALI’s corporate governance project commenced in the late 1970s and culminated in the organization’s approval in 1992 of a set of principles forming seven chapters. Though much of the project is consistent with the ALI’s efforts in other areas to offer in “restatements of the law” descriptions of prevailing and better trends in the case law and statutes, there are many areas of the corporate governance project that prescribe reform for prevailing practices. Hence, the ALI’s work on this project is not called a restatement but a set of “principles.” Much of what is in does not have a focus similar to that of the Revised Model Business Corporation Act because the latter is devoted exclusively to guidance in drafting state corporate statutes.
- R. Franklin Balotti & James J. Hanks, Jr., Giving at the Office: A Reappraisal of Charitable Contributions by Corporations, 54 Bus. Law. 965 (1999)
- The debate that surrounds section 2.01 focuses on the necessity of adding subsection (b) to the overall economic objectives that are embodied in subsection (a). The critiques of subsection (b) argue that staying within the bounds of the law as well as the appropriateness of corporate activity being undertaken for ethical or social good could easily be handled by continuing the common law approach of examining the activity to determine whether it is reasonably related to the corporation’s economic objective. The common law approach does this through the business judgment rule, which accords a high presumption of propriety to board decisions, so that decisions guided by ethical or social considerations are examined for their plausible relationship to the corporation’s economic objectives. As seen earlier in this chapter, this approach is reflected in numerous cases where an activity has been challenged as ...section 2.01 makes two significant modifications in the common law in...
- Open Chapter
Chapter 23. Equitable Limits on Acquisitions and Defensive Maneuvers 229 results (showing 5 best matches)
- Richard Booth, Management Buyouts, Shareholder Welfare and the Limits of Fiduciary Duty, 60 N.Y.U. L. Rev. 630 (1985)
- The defense against a takeover attempt is generally covered by the business judgment rule, which allows management the use of reasonable corporate funds to defend its policies. The business judgment rule does not apply, however, to decisions by directors who have a self-interest in the transaction. Often a charge is made that a takeover defense is motivated by the directors’ desire to entrench themselves in office. Accordingly, the courts have to decide in which instances the directors will be insulated by the business judgment rule and in which instances their self-interest will limit their discretion to act.
- Radol v. Thomas, 534 F.Supp. 1302 (S.D. Ohio 1982)
- The utility of the business purpose test appears to be its invitation to the court to review somewhat more widely the overall terms, objectives, and motivations surrounding the acquisition. There is little evidence that the business purpose test otherwise provides strong and predictable protection to the minority or ensures the majority against the unnecessary scrutiny of a fair transaction. It is important in this regard to stress that the emphasis of the business purpose test is on the purpose for the acquisition itself; the business purpose test applied by the courts does not inquire as to why the acquisition’s terms provide cash, rather than a continuing equity participation, to the acquired corporation.
- Dynamics Corp. of Am. v. WHX Corp., 967 F.Supp. 59 (D. Conn. 1997)
- Open Chapter
Chapter 14. Closely Held Entities 214 results (showing 5 best matches)
- Glazer v. Glazer, 374 F.2d 390 (5th Cir.)
- certificate of organization and the operating agreement.” However, the courts look for clear evidence that the certificate or agreement have been violated. On the other hand, on-going disagreements about the conduct of the business and complaints that the party to whom operating agreement delegated management authority acted unilaterally in furtherance of the business was not sufficient basis to order dissolution as the operating agreement empowered such unilateral action. Also, the New York courts have reasoned that this provision is not violated by evidence a member or manager has breached a fiduciary duty owed to the company or members. And, the expulsion of one of the two members does not trigger dissolution under this provision.
- While limited liability company provisions vary widely across the states, the Uniform Limited Liability Company Act of 2006 already is acquiring adopters and its provisions addressing dissolution are representative of the approach taken in the majority of the jurisdictions that have not adopted the ULLCA. Two of its key grounds for dissolution require winding up upon 1) “an event or circumstance that the operating agreement states causes dissolution,” 2) “it is not reasonably practicable to carry on the company’s activities in conformity with the certificate of organization and the operating agreement,” or 3) upon “consent of all the members.” Dissolution, winding up and any other “remedy other than dissolution” can occur per a judicial proceeding upon a showing that the managers or members “have acted, are acting, or will act in a manner that is illegal or fraudulent” or “have acted or are acting in a manner that is oppressive or was, is, or will be directly harmful to the applicant.”
- Hollis v. Hill, 232 F.3d 460 (5th Cir. 2000)
- For a more extensive discussion of special charter and bylaw provisions, 1 F. Hodge O’Neal & Robert B. Thompson, O’Neal and Thompson’s Close Corporations and LLCs: Law and Practice §§ 3.15 to 3.61 (rev. 3d ed. 2009).
- Open Chapter
Chapter 8. Powers of Officers and Agents; Tort and Criminal Liability of Corporations 88 results (showing 5 best matches)
- The president of a corporation, as its executive head, is often expressly or impliedly given supervision and control of its business. In view of this general practice, some courts have adopted a doctrine of “inherent authority”—namely, that the president of a business corporation, solely by virtue of the office, may bind the corporation by contract and by other acts in the usual course of its business. Other courts recognize a “presumptive authority,” taking the position that contracts entered into or acts performed by the president of a corporation in the ordinary course of the corporation’s business are presumed to be within his or her authority until the contrary is proven. The presumption is limited, however, to acts in the ordinary course of business and does not extend to all matters that can be authorized by the board of directors.
- The title of chairman of the board and chief executive officer, when held by a single person, identifies the center of actual power within the organization. Recently there has been much discussion whether the governance of the public corporation would be improved by separating the two positions and assigning to an outside director the role of chairmanship of the board of directors so as to provide something of a counterweight to the inertial flow of power to the chief executive officer.
- E. Edelmann & Co. v. Amos, 277 F.Supp. 105 (N.D. Ga. 1967)
- Home Tel. Co. v. Darley, 355 F.Supp. 992, 1000–1001 (N.D. Miss. 1973)
- Under the traditional governance norms a corporation’s CEO or president may be given the authority by the corporation’s charter, bylaws, to borrow money, or to execute conveyances and mortgages and do other acts. The CEO or president may be expressly given general authority to supervise and manage the business of the corporation, or a particular part of it. In such a case the president’s authority extends impliedly to any contract or other act that is incident to the ordinary business of the corporation, or to that part with which he or she is entrusted; thus there is no need for special authority for the particular acts within the ordinary business of the corporation or that part of its operations to be expressly granted. Furthermore, in the absence of express authority a corporation may be estopped to deny the authority of its president where it has created apparent authority in the president to make contracts or do other acts, as when a corporation allows its managing officers...
- Open Chapter
Chapter 16. Issuance of Shares 131 results (showing 5 best matches)
- , 54(d)
- It is important for business lawyers to understand the nature of the underwriting arrangements commonly used by issuers and investment bankers in bringing out and distributing issues of corporate securities. However, lawyers should also be aware that securities may be “distributed” to the investing public directly by the management of a going corporation or by the promoters of a new enterprise without the aid of investment bankers or the use of an underwriting agreement. Small concerns often cannot afford underwriting by investment bankers and must rely on corporate officers and agents to sell securities. Large concerns are sometimes able to place large issues of high-grade securities directly with life insurance companies, pension funds, or other institutional investors. In direct private financing, underwriting commissions are saved, as are other expenses such as registration under the securities laws.
- relationship between par and stated capital. It was followed thereafter by the current Model Business Corporation Act. The current Model Business Corporation Act continues the trend by removing any legal significance to par value and thereby premises the regulation of distributions to stockholders on key financial relationships by requiring that no distribution reduce the firm’s assets below its liabilities or render the corporation unable to pay its debts as they mature in the ordinary course of business.
- As noted above, those states following the Model Business Corporation Act’s treatment of the issuance of shares, whereby only the of any consideration is determined by the board of directors, do not require that the directors assign a set value to any non-cash consideration received for the shares when the shares are issued. Under this approach the directors can, if they wish, be more reflective and deliberate and can value the non-cash consideration at some later date. A precise value must at some time be assigned to the non-cash consideration because the corporation’s accounting records demand that all assets be recorded in dollars on the company’s books at their cost. By requiring the board of directors to pass only on the adequacy of the consideration exchanged for shares before the shares are issued, the Model Business Corporation Act separates the legal consequences of the board’s issuance of shares from the accounting questions. Such separation should make successful...
- . California is also more conservative than the Model Business Corporation Act by requiring assets be measured pursuant to generally accepted accounting principles, at § 114, whereas the Model Act permits assets “on a fair valuation or other method that is reasonable in the circumstances.” MBCA § 6.40(d)
- Open Chapter
Chapter 17. Liability for Watered, Bonus, and Underpaid Shares 48 results (showing 5 best matches)
- “The great abuses which have been perpetrated, and the deceits which have been practiced upon the public, in the organization of corporations by the issue of stock and bonds, the par value of which has been grossly in excess of the real capital embarked in the business, are too well known to require comment.”
- Three developments have significantly reduced the frequency of suits under state corporate statutes for watered stock liability. First, the advent of low-par and no-par stock has to a large extent eliminated watered stock problems in the strict definitional sense. By eliminating par value, the present Model Business Corporations Act also does away with watered stock in its strictest meaning. Finally, the prophylactic effects of state blue sky laws and remedial benefits available under the antifraud provisions, section 10(b) and Rule 10b–5, of the Securities Exchange Act of 1934, have largely supplanted the regulatory impact of state corporate statutes for watered stock, at least with respect to protecting the corporation and later-purchasing shareholders. The discussion that follows closely examines the remedies the corporation and its creditors have for watered stock.
- Flagrant stock watering was common in the promotion and financing of corporations in the latter part of the nineteenth and the early years of the twentieth centuries. The evils of stock watering consist primarily of injuries to the corporation, innocent shareholders, and creditors perpetrated by promoters and those in control by depriving the corporation of needed capital and of the corporation’s opportunity to market its securities to its own advantage, thus hurting its business prospects and financial responsibility. Existing and future shareholders are injured due to dilution of the proportionate interests of those who pay full value for their shares. Present and future creditors are injured when the corporation is deprived of the assets to be contributed by all the shareholders as a substitute for individual liability for corporate debts. Stock watering involves fictitious capitalization and is deceptive both to the corporate management in declaring dividends and to those who...
- the proprietors of a business sold it to the corporation for shares of no-par stock. The agreement stated, “It is understood that the said shares of stock shall be issued at the price of $20 per share and representing a total value of $6000.” It was alleged by the receiver that the assets and good will of the business turned over were worth only $1,500. The receiver of the corporation sought an assessment against the subscribers on the ground that the no-par shares were not fully paid and that the prices of the shares had been fixed at $20 per share. The New Jersey court held that the only consideration actually agreed to be given was the transfer of business and that the statement of a price of $20 per share was not intended to fix the consideration to be paid. The duty of the subscribers to pay for the shares was accordingly fully satisfied, and they were not liable for the underpayment. The
- Creditors generally must proceed by a creditors’ bill in equity to enforce the liability of shareholders on bonus and watered stock unless there is statutory direct liability. Two exceptions to the general requirement of special statutory authorization for direct liability have emerged: first, when the corporation ceases to do business and is insolvent; and, second, when the officers or directors who are also shareholders act in their corporate capacity to perpetrate the fraud on the creditors.
- Open Chapter
Copyright Page 5 results
- © 2020 LEG, Inc. d/b/a West Academic
- © 2016 LEG, Inc. d/b/a West Academic
- The publisher is not engaged in rendering legal or other professional advice, and this publication is not a substitute for the advice of an attorney. If you require legal or other expert advice, you should seek the services of a competent attorney or other professional.
- is a trademark registered in the U.S. Patent and Trademark Office.
- West, West Academic Publishing, and West Academic are trademarks of West Publishing Corporation, used under license.
- Open Chapter
Chapter 26. Voluntary Dissolution, Administrative Dissolution, and Winding Up 37 results (showing 5 best matches)
- Voluntary dissolution of a corporation involves two legal steps: (1) the dissolution itself, which involves the termination of the corporate existence, at least as far as the right to continue doing ordinary business is concerned, and (2) the winding up of affairs, payment of debts, and distribution of assets among the shareholders. Winding up may precede or follow the dissolution, depending on the jurisdiction’s statutory procedures. For convenience in winding up, the corporate existence is usually continued either indefinitely or for some period limited by law in order to dispose of the corporation’s assets and pay creditors. This enables the directors to function as a board with title in the corporation rather than as trustees of the liquidation process. During the course of winding up, a corporation’s assets will be collected and realized, the claims of creditors will be settled, and the remaining assets will be distributed to the shareholders.
- Provisions authorizing dissolution initiated by creditors should not to be confused with involuntary proceedings under the federal bankruptcy act, which may be brought by three or more creditors and may culminate in liquidation or reorganization. Bankruptcy proceedings are a matter of federal law and do not result in dissolution because only the state has the authority to dissolve a corporation.
- The pre-1984 Model Business Corporation Act provides a two-step process to dissolve. First, a statement of intent to dissolve that has been approved by the shareholders is filed with the Secretary of State. Additionally, notice of the intent to dissolve must be given to known creditors during this step. Second, when the winding up process is completed, the articles of dissolution must be filed. The Secretary of State then issues a certificate of dissolution and the corporation is dissolved. The current Model Business Corporation Act and a clear majority of the states have simplified the process by requiring only that the articles of dissolution to be filed, with the dissolution becoming effective as of the date of the filing.
- Filing of a certificate of dissolution and, in some states, the publication of notice are required steps. After the statement of intent to dissolve has been duly adopted and filed, notice thereof is generally required to be sent to all known creditors. When a corporation conducts business in several states, it must dissolve according to the law of the state that granted its charter.
- require that a corporation cease all business activities upon dissolution, except those germane to winding up the affairs of the corporation. The current M.B.C.A. and statutes patterned after it go as far as to provide a list of various steps to be taken during the winding up period. These steps include: (1) collecting the corporation’s assets; (2) disposing of properties that will not be distributed in kind to the shareholders; (3) discharging or making provision for the liabilities of the corporation; (4) distributing the remaining property among shareholders; and (5) doing every other act necessary to wind up and liquidate the corporation’s business and affairs. A recent amendment to the current M.B.C.A. gives further structure to the winding up process by imposing on the directors of a dissolved corporation the duties of making provision for liabilities and distributing the remaining assets to the shareholders.
- Open Chapter
Chapter 19. Accounting Statements and Dividend Law 67 results (showing 5 best matches)
- Deferred Charges and Prepaid Expenses.
- By taking the above-mentioned measures, the consolidated balance sheet thus summarizes the total assets of a group of companies and indicates the parent company’s pro rata portion of the cash, inventory, and other assets of the consolidated entities. A consolidated balance sheet thus aims to cut through the artificial legal subdivision of a group of companies and presents the actual assets and liabilities of the entire economic unit. Through this format, consolidated statements provide a comprehensive view of the situation of the combined business as a whole.
- Fixed assets comprise those that are held indefinitely for the purpose of conducting the business, as contrasted with those that are intended for sale. Assets within this category contribute to future operations through their use or consumption during a longer time period than one year or operating cycle. They may be tangible or intangible property interests owned by the business and include land, buildings, machinery, and equipment as well as goodwill, patents, trade secrets, and other intangible assets. Overvaluation of tangible or intangible assets has frequently been the cause for skepticism as to whether such assets’ fair market value can ever be reliably determined.
- Shares of stock outstanding are usually represented at their aggregate par value if they have such, or otherwise at their stated value. Reflecting par value in the capital stock account is more or less mechanical and traditional, for it has little or no reliability as a record of the amount of actual investment of the shareholders in the business. The directors may allocate a larger part of the paid-in capital to stated capital rather than account for it as capital surplus. The customary capital stock entry corresponds more closely to the important concept of stated or legal capital. All corporation laws, except California’s and those of states adopting the current Model Business Corporation Act, still adhere to the legal-capital basis of accounting and thus requires a working knowledge thereof on the part of corporate counsel.
- Statements are prepared based on the assumption the business will have a continuous existence. This is frequently referred to as the “going-concern assumption.” Thus expenditures for such items as future insurance coverage, a new piece of machinery, and inventory are not charged against revenues as an expense if these assets are believed to contribute to the operations in future years. That is, by assuming an indefinite life for the business, the accountant can assign present expenditures to future years on the basis estimates regarding when a purchased item is likely to contribute to operations. If a going concern were not assumed, then all expenditures would be “expensed” in the year the item was purchased.
- Open Chapter
Table of Cases 33 results (showing 5 best matches)
Table of Contents 147 results (showing 5 best matches)
- § 3.3The Usual Steps in the Formation and Organization of a Corporation
- § 24.7Remedies for Violations of Sections 13(d), 13(e), and 14(d)
- Forms of Business Association—Definitions and Distinctions
- § 1.15The Business Trust (Massachusetts Business Trust)
- § 3.7Registered Agent and Principal Place of Business
- Open Chapter
West Academic Publishing’s Law School Advisory Board 15 results (showing 5 best matches)
- James J. White
- Dean and Joseph L. Rauh, Jr. Chair of Public Interest LawUniversity of the District of Columbia David A. Clarke School of Law
- Professor of Law, Chancellor and Dean Emeritus University of California, Hastings College of the Law
- Professor of Law and Dean Emeritus
- Professor of Law Emeritus, University of San Diego Professor of Law Emeritus, University of Michigan
- Open Chapter
Table of Statutes 215 results (showing 5 best matches)
Summary of Contents 16 results (showing 5 best matches)
Index 93 results (showing 5 best matches)
Table of Rules 2 results
Table of Regulations 5 results
Acknowledgments 2 results
- We very much appreciate the support and encouragement for this treatise that we have received from our respective deans. A great debt is also due the numerous students who provided invaluable research on this project. Their numbers are far too large to permit each to be singled out here for fear of inadvertent omissions.
- A work such as this does not occur without personal sacrifices. We each thank our families for their patience, understanding, and support.
- Open Chapter
- Publication Date: March 16th, 2020
- ISBN: 9781642424010
- Subject: Business Organizations
- Series: Hornbooks
- Type: Hornbook Treatises
- Description: Clear, succinct, descriptions of the reasoning and policy issues underlying corporate law that is accessible to law students with no business or economic background. The 2020 edition is thoroughly updated to include recent U.S. Supreme Court, Delaware and other leading decisions and regulatory developments (for example, the most recent version of the Model Business Corporation Act as well as the Delaware statute) that impact the conduct of corporate affairs including fiduciary obligations and duties in corporate transactions, governance, and management of corporations and LLCs, as well as benefit corporations, including the landscape of securities fraud suits in the federal courts, new discussions of unincorporated forms of business, insightful explanations of such news-making issues as corporate governance and director liabilities, and coverage of LLCs and LLPs.
