Corporate law

Many students find their Corporation Law class difficult because they do not understand the transactions giving rise to those cases. As with its predecessors, this fourth edition is intended to assist students by not only restating the law but also by putting the law into its business and financial context. The pedagogy is up-to-date, with a strong emphasis on the doctrinal issues taught in today's Corporations classes. The text is highly readable: The style is simple, direct, and reader-friendly. Even when dealing with complicated economic or financial issues, the text seeks to make those issues readily accessible. This new edition brings the material up-to-date with complete coverage of developments in both state corporate law and federal securities law.*

Contents

• An introduction to the corporation

• Forming the corporation

• Financing the corporation

• Limited liability and piercing the corporate veil

• Managing the corporation

• The duty of care and the business judgment rule

• The duty of loyalty

• Shareholder litigation

• The limits of fiduciary obligation

• Shareholder voting

• Insider trading and securities fraud

• Mergers and acquisitions

• Dividends and other legal capital arcana

• Close corporations