Significant business, economic, and policy issues are highlighted in connection with a thorough analysis of the important cases and statutory provisions used in the study of corporations. It includes the major theoretical approaches used in current corporate law literature. In each chapter, the authors identify important policies and discuss the relationship of the law as it has developed to those policies. Statutory issues are addressed under both the General Corporation Law of the State of Delaware and the Revised Model Business Corporation Act. In addition, significant sections from the principles of corporate governance of the American Law Institute are covered. The corporate scandals of 2001 and 2002, the enactment of the federal Sarbanes-Oxley (2002), Dodd-Frank (2010), JOBs (2012) Acts, and the financial crisis of 2008 are also covered. The rise of institutional shareholder ownership and its effect on legal developments is highlighted.*
Preface
Introduction and formation
Promoters' liability and defective incorporation
Piercing the corporate veil
Financing the corporation
The legal model and corporate governance : theme and the allocation of power under state law
Mergers and acquisitions
Introduction to federal regulation and the proxy rules
Introduction to fiduciary duty : the duty of care, the business judgment rule and good faith
The duty of loyalty and conflicts of interest
Controlling shareholders
Special problems of the closely held corporation
Hostile tender offers
SEC Rule 10b-5 disclosure and insider trading
Corporate litigation