Corporations: examples & explanations

A study guide for law school students taking a course called Corporations or Business Organizations or similar. Audience: Second- and third-year law school students.*

Contents

• The corporation : an overview

• Choice of organizational form

• Incorporation : how, where, and what

• Financial rights in corporation

• Federal regulation of securities offerings

• Shareholders' role in corporate governance

• Corporate voting structure

• Judicial protection of voting rights

• Federal regulation of proxy voting

• Proxy fraud

• Corporate fiduciary duties : an introduction

• Duty of care and the business judgment rule

• Duty of loyalty : self-dealing transactions

• Executive compensation

• Indemnification and insurance

• Corporate opportunities and unfair competition

• Duties of controlling shareholders (Corporate Groups)

• Shareholder litigation

• Share transferability : an introduction

• Limitations on control sales

• Disclosure in securities trading markets

• Securities fraud : Rule 10b-5

• Insider trading

• Disgorgement of short-swing profits

• Close corporation : an introduction

• Planning in close corporation

• Oppression in close corporation

• Limited liability : an overview

• Promoter liability during incorporation

• Authority to bind the corporation

• Limitations on corporate distributions

• Piercing the corporate veil

• Statutory recognition of corporation

• Takeovers : an introduction

• Fundamental changes

• Mergers & acquisitions

• Appraisal remedy

• Federal regulation of tender offers

• Takeover defenses