Business organizations law

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.*

Contents

• Preface

• Forms of business association : definitions and distinctions

• The evolution of corporations in England and America

• The incorporation process

• The scope of the authorized business and duties to other constituencies

• The promotion of the corporation

• Defective formation of corporations and revival of existence

• The separate corporate entity: privilege and its limitations

• Powers of officers and agents; tort and criminal liability of corporations

• Functions and powers of directors

• Directors' and officers' duties of care and loyalty

• Fiduciary duties for executive compensation, corporate opportunities, and controlling stockholders

• Obligations arising out of transactions in shares

• Rights and powers of shareholders : inspection rights, voting, and proxies

• Closely held entities

• The derivative suit

• Issuance of shares

• Liability for watered, bonus, and underpaid shares

• Capital structure, preferences, and classes of securities

• Accounting statements and dividend law

• Dividend distributions : rights, restrictions, and liabilities

• Repurchases, redemptions and the reduction of capital

• Corporate combinations

• Equitable limits on acquisitions and defensive maneuvers

• Federal and state takeover laws

• Amendments to the corporate charter

• Voluntary dissolution, administrative dissolution, and winding up