Understanding corporate law

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.*

Contents

• 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