Index

• Pages: 615-631
• Author: Stephen M. Bainbridge

615

INDEX

—————

References are to Pages

ACQUISITIONS

See Mergers and Acquisitions, this

index

AGENCY COSTS

Generally, 98

See also Separation of

Ownership and Control,

this index

Accountability mechanisms, 100

Close corporations, 594

Discretion/accountability balancing

Discretion, importance of, 100

Generally, 20, 100

Business judgment rule, 143

Self-dealing concerns, 235

AGENCY LAW

Generally, 119

Apparent authority, 119

Authority, 119

Corporate Opportunities, this index

Directors as agents, 23, 95 et seq.

Officers as agents, 119

Ordinary vs extraordinary acts,

authority as to, 123

Promoters as agents, 23

Shareholder-directors, fiduciary

duties, 213

Veil piercing, agency theory, 72

ALTER EGO LIABILITY

See Veil Piercing, this index

ANTI-TAKEOVER LEGISLATION

Generally, 527 et seq.

Business combination statutes, 533,

536

Cash-out statutes, 534

Commerce Clause challenges, 539

Control share acquisition statutes,

532

Disclosure requirements, 528

Fair price statutes, 533

Federal preemption, 528, 534

First generation statutes, 527

Second generation statutes, 532

APPRAISAL REMEDY

Generally, 464

See also Freeze-Out Mergers,

this index

Close corporations, 598

De facto mergers, 466

Exclusivity of remedy, 232, 236, 465

Procedural requisites, 231

Right of appraisal, 231, 461, 466

When available, 465

ARTICLES OF

INCORPORATION

Generally, 15

Amendments, 15

Bylaws compared, 2, 18

Default rules, 69

Drafting, 16

Filing, 1

Indemnification provisions, 17

Preincorporation transactions, 23

Purposes statements, 17

Securities issuance authority, 45

ASSET PARTITIONING

Generally, 3

See also Limited Liability, this

index

Policy considerations, 601

ASSET SALES

See Mergers and Acquisitions, this

index

ATTRIBUTES OF

CORPORATIONS

Generally, 1

AUTHORITY

Agency relationships, 119

Apparent authority, 119

Close corporation directors,

agreements controlling, 573

Defective incorporation, 26, 29

Directors, this index

Management, this index

Ordinary vs extraordinary corporate

acts, 123

Preincorporation transactions, 23

BLUE SKY LAWS

See State Corporation Laws, this

index

BOARDS OF DIRECTORS

Directors, this index

Target Board Duties, this index

BONDS

Fiduciary duties owed bondholders,

309

Insider trading in debt securities, 436

Priority rights of creditors, 541

616

INDEX

BOOKS

See Inspection of Books and Records,

this index

BUSINESS CORPORATIONS

Definition, 7

BUSINESS JUDGMENT RULE

Generally, 127 et seq.

Abstention version of rule, 128, 134,

141

Acquisition defenses of target boards,

504

Burden of establishing applicability,

127, 132, 134

Care duties and, relationship of the

principles, 12

Care duties compared, conduct

standards vs review standards,

167

Conduct standards vs review

standards, 167

Conflicts of interest, 143, 162

Contextual analysis of rule, 155

Delaware corporation law, 134

Derivative litigation and demand

futility, 289

Derivative litigation and demand

refusals, 290

Directors’ risk-taking motivations,

139

Dividend practices, 561

Finality and infallibility, 135

Fraudulent acts, 130, 144

Good faith requirement, 127, 206

Illegal acts, 144

Informational duties, 130, 149, 152,

282

Interested decisions, 143

Irrational decisions, 130, 147

Justifications, 134

Merger approvals, 131

Merger defenses of target boards, 504

Nature of rule, 142

Nonshareholder constituencies,

consideration of, 525

Nonshareholder constituency

statutes, 307

Officers, 158

Operational vs structural decisions,

157

Oversight failures, 282

Policy considerations, 134

Policy decisions of directors, 303

Portfolio theory-based justification,

140

Presumption analysis of rule, 142

Process due care, 131

Rational business purpose for board

action, 147

Review standards vs conduct

standards, 167

Risk taking by directors, 137

Self-dealing, 130

Standard of review, 127

Statutory standards, 168

Structural vs operational decisions,

157

Target board duties, 471, 504

Three versions, 156

Waste claims, 146

BUSINESS OPPORTUNITIES

See Corporate Opportunities, this

index

BUSINESS PURPOSE TEST

Business judgment rule and rational

business purpose, 147

Close corporation fiduciary duties,

586

Controlling shareholders’ actions,

232

Freeze-out mergers, 232, 394

Good faith and, 127, 134

BYLAWS

Adoption, 2, 16

Amendments, 18

Articles of incorporation compared, 2,

19

Directors’ authority, restraints on, 21

Drafting, 18

Legality of, 20

Managerial authority, 21

Poison pills restrictions, 21

CAPITAL

Generally, 37 et seq.

See also Financing the Corporation,

this index

CARE DUTIES

Generally, 127, 159 et

seq.

See also Fiduciary Duties, this

index

Bank directors, 148

Business judgment rule and,

relationship of the principles,

132

Business judgment rule compared,

conduct standards vs review

standards, 167

Causation, 160

Conduct standards vs review

standards, 167

Delaware corporation law, 134

Due diligence, 153

Entire fairness principles, 163

Expert consultants on board

decisions, 154

Good faith duties distinguished, 206

Informational duties, 130, 149, 152,

165