Index

• Pages: 461-476
• Author: William A. Klein,John C. Coffee Jr.,Frank Partnoy

461

I N D E X

References are to pages.

———————

AGENCY

Generally, 15

Apparent authority, 15

Corporate agent designations, 140

Directors, agency relationships, 132

Employees distinguished, 16

Inherent agency power, 15

Loyalty duties, 15

Officers, agency relationships, 137

Partners, agency relationships, 93

AGENCY COSTS

Separation of ownership and control creat-

ing, 179, 184

AMBIGUITIES

Loyalty duties, ambiguous requirements of,

39

ANALYSTS

Sarbanes-Oxley Act professional responsi-

bilities, 220

ANNUITIES

Valuation, 324

ANTHROPOMORPHISM

Reification and, 118

ANTITRUST LAWS

Generally, 115

APPRAISAL RIGHTS

Corporate shareholders, 142, 215

ARBITRAGE

Generally, 357, 404

Derivatives, 403

Regulatory, 405, 432

ASSET-BACKED SECURITIES

Generally, 313, 416

ATTORNEYS AT LAW

Sarbanes-Oxley Act responsibilities, 219

AT-WILL EMPLOYMENT

Generally, 17

AUDITORS

Care duties, 33

Conflicts of interest, 34

Corporate governance gatekeeper duties,

218

AUDITORS—Cont’d

Directors, audit committees, 136

Loyalty duties monitoring, 33

Public Company Accounting Oversight

Board, 219

Self-dealing control costs, 37

AUTHORITY

Generally, 15

Inherent agency power, 15

Limitations of, 30

Managers, delegations to, 21

Notice of limitations, 31

Officers of corporations, 137

Scope limitations, 30

BANKRUPTCY

Bonds or debentures holders, 262

Liquidation and reorganization bankrupt-

cies, 262

Special purpose entities, 418

BLACK-SCHOLES MODEL

Option valuation, 405

BONDS

See Investment, this index

BONUSES

Residual claims of employees, 2, 23

BUSINESS DEBT

Personal debt distinguished, 7

BUSINESS JUDGMENT RULE

Generally, 156

Mergers and acquisitions, 159

Omissions to act, 160

BUSINESS NECESSITIES

Control and care duties, 28

BUSINESS OPPORTUNITIES

Corporate opportunities, 164, 170

Partnerships, 73

BUY-OUT AGREEMENTS

Partnerships, 99

BUY/SELL AGREEMENTS

Generally, 145

BY-LAWS

Definition, 4

462 INDEX

References are to pages.

CALL OPTIONS

Generally, 49

CAPITAL

Generally, 54

Additional capital

Generally, 234

Investment decisions, 273

Partnerships, 84

Appreciation, 233

Cost of capital, 336

Efficient capital market hypothesis

(ECMH), 440

Legal capital, 230

Leverage and choice of capital structure,

343

Paid-in, 231

Partnerships, additional capital problems,

84

Services contributions as, 59

Stated capital, 228, 230

Surplus, 231

Venture Capital, this index

CAPITAL ACCOUNTS

Corporations, 226

Partnerships

Generally, 79

Value of partners’ interests distin-

guished, 83

CAPITAL ASSET PRICING MODEL

(CAPM)

Generally, 335

CAPITAL GAINS

Generally, 233

Tax considerations, 236

CAPITAL MARKETS

See also Financial Markets, this index

Efficient capital market hypothesis

(ECMH), 440

CAPITAL STRUCTURE

Generally, 352 et seq.

Arbitrage, 357

Asymmetric information, 380

Dividend policy, 385

Financial structure distinguished, 352

Homemade leverage, 356

Limits of leverage, 355

Managerialism, 377

Monitoring costs, 373

Signaling, 380

Tax considerations, 363

Unbundling principle, 353

Unleveraging, 360

CARE DUTIES

Auditors, 33

Business judgment rule, 156

Compliance with laws, duties as to, 160

Contractual allocations, 29

Directors, 156

Due diligence, 161

CARE DUTIES—Cont’d

Entire fairness of transactions, 158

Indemnification of officers and directors,

161

Informational duties, 28

Liability insurance protections, 29

Loyalty duties compared, 34, 37

Managers, 27

Mergers and acquisitions, 159

Officers, 156

Omissions to act, 160

Ordinary and gross negligence, 29, 158

Respondeat superior liability, 27

Vicarious liability, 27

Waivers of liability, 30

CHOICE OF LAW

Corporations, 150

CLASS ACTIONS

Merger challenges, 217

COERCIVE TENDER OFFERS

Generally, 194

COLLATERALIZED DEBT OBLIGATION

(CDO)

Generally, 419

COMPENSATION

Generally, 233

Closely held corporations, 233

Executive compensation, 137

Manager incentives, 23

Salaries as fixed claims, 23

Stock option compensation, 167

CONFLICTS OF INTEREST

Auditors, 34

Avoidance of conflict, 43

Constraints on business arrangements, 3

Corporate opportunities, 164

Costs of joint efforts, 40

Costs of loyalty conflicts, 34

Directors, 163

Disclosure duties, 163

Entire fairness of transactions, 158

Irreducible divergences of interest, 40

Joint efforts, costs of, 40

Loyalty duties, 32

Monitoring costs, 43

Officers, 163

Securities analysts, 220

CONTRACTS

Care duties, contractual allocations, 29

Duration and specificity, 46

Employment, implied standard contracts,

12

Fiduciary obligations, exculpatory agree-

ments, 78

Indentures, 255

Partnership continuation agreements, 99

Partnership control agreements, 91

Relational, 142

Specificity and duration, 46