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Index
Cover Page Title Page Copyright Contents Preface Chapter 1: Introduction and Formation
§ 1.01 Introduction § 1.02 Sources of Corporate Law § 1.03 Historical Background § 1.04 Choice of Form § 1.05 Limited Partnerships § 1.06 Limited Liability Company § 1.07 Taxation § 1.08 Incorporation and Organization § 1.09 Choice of Law § 1.10 Ultra Vires § 1.11 Social Benefit Organizations
Chapter 2: Promoters' Liability and Defective Incorporation
§ 2.01 Introduction § 2.02 Promoters' Liability on Preincorporation Contracts § 2.03 Defective Incorporation
Chapter 3: Piercing the Corporate Veil
§ 3.01 The Concept of Limited Liability § 3.02 The Limited Liability Debate § 3.03 Grounds for Piercing the Corporate Veil § 3.04 Equitable Subordination § 3.05 Piercing the Corporate Veil: Procedural Contexts § 3.06 Statutory Liability Under Environmental Laws § 3.07 Successor Corporation Liability in Products Liability § 3.08 Piercing the Corporate Veil — Structural Settings
Chapter 4: Financing the Corporation
§ 4.01 Introduction § 4.02 Securities § 4.03 Leveraging and Capital Structure § 4.04 Legal Capital Rules § 4.05 Valuation
Chapter 5: The Legal Model and Corporate Governance: Themes and the Allocation of Power Under State Law
§ 5.01 Introduction § 5.02 Themes § 5.03 Theories of the Firm § 5.04 The Legal Model § 5.05 Shareholders § 5.06 Board of Directors § 5.07 Officers § 5.08 Financial Scandals
Chapter 6: Mergers and Acquisitions
§ 6.01 Introduction § 6.02 Mergers § 6.03 Sale of Assets § 6.04 Tender Offer § 6.05 Other Legal Issues § 6.06 Appraisal Remedy § 6.07 De Facto Mergers
Chapter 7: Introduction to Federal Regulation and the Proxy Rules
§ 7.01 Introduction and Overview § 7.02 SEC Jurisdiction and Periodic Reporting by Publicly Held Corporations § 7.03 Securities Issuance § 7.04 Proxy Regulation § 7.05 The SEC Shareholder Proxy Proposal Rule: SEC Rule 14a-8 § 7.06 The Proxy Rules' General Antifraud Rule: An Introduction to General Disclosure Law Concepts
Chapter 8: Introduction to Fiduciary Duty: The Duty of Care, the Business Judgment Rule and Good Faith
§ 8.01 Introduction § 8.02 Policy Issues § 8.03 Duty of Care § 8.04 The Smith v. Van Gorkom Case § 8.05 The Demise of the Duty of Care § 8.06 Good Faith § 8.07 Duty of Disclosure § 8.08 Duty to Act Lawfully
Chapter 9: The Duty of Loyalty and Conflicts of Interest
§ 9.01 Introduction § 9.02 Policy § 9.03 Interested Director Transactions § 9.04 Executive Compensation § 9.05 Corporate Opportunity and Abuse of Position § 9.06 Shareholder Voting — Ratification and Optional Voting
Chapter 10: Controlling Shareholders
§ 10.01 Introduction § 10.02 Use of Control § 10.03 Freezeouts § 10.04 Sale of Control
Chapter 11: Special Problems of the Closely Held Corporation
§ 11.01 Introduction and Overview § 11.02 Obtaining and Maintaining a Measure of Control § 11.03 Protecting Shareholder Expectations in Closely Held Corporations Ex Ante § 11.04 Restrictions on Share Transferability § 11.05 Other Governance Features of the Closely Held Corporation § 11.06 Close Corporation Statutes § 11.07 Protecting Shareholder Expectations in the Close Corporation Ex Post § 11.08 Limited Liability Companies
Chapter 12: Hostile Tender Offers
§ 12.01 Introduction § 12.02 The Rise and Fall of Hostile Tender Offers § 12.03 Policy Issues § 12.04 Tactics § 12.05 State Law § 12.06 Federal Securities Law — The Williams Act § 12.07 State Takeover Statutes
Chapter 13: SEC Rule 10b-5 Disclosure and Insider Trading
§ 13.01 SEC Rule 10b-5 Disclosure and Insider Trading § 13.02 Disclosure Concepts and Elements of a Cause of Action Under Rule 10b-5 § 13.03 The Prohibition of Insider Trading: Is It Good or Bad? § 13.04 The Law of Insider Trading § 13.05 The Insider Trading Prohibition Under State Law § 13.06 Regulation of Insider Trading Under Section 16 of the Securities Exchange Act of 1934
Chapter 14: Corporate Litigation
§ 14.01 Introduction § 14.02 The Nature of the Derivative Suit: Direct Versus Derivative, Pro Rata Recovery, and Other Preliminary Issues § 14.03 Qualifications of a Proper Plaintiff-Shareholder § 14.04 Reforms of the Earlier Strike Suit Era § 14.05 The Demand Rule § 14.06 Termination of Litigation: The Advent of the Special Litigation Committee Device § 14.07 Proposed Reforms of the Modern Strike Suit Era § 14.08 Right to Trial by Jury, Attorneys' Fees, and Miscellaneous Issues § 14.09 The Reprise of the Shareholder Class Action § 14.10 Lawyering Problems in Corporate Litigation § 14.11 Indemnification and Insurance
Table of Statutes and Regulations Table of Cases Index
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