Corporate Counsel Guides: Corporation Law

Index

• 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; Piercing The Corporate Veil
• Powers Of Officers And Agents; Torts And Criminal Liability Of Corporations; Criminal Liability Of Officers And Directors
• 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
• Investor Protection: State And Federal Securities Regulation
• About The Authors