Corporations and Other Business Organizations: Cases and Materials

, by EISENBERG MELVIN ARON

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ISBN: 9781566629065 | 1566629063
Cover: Hardcover
Copyright: 8/1/2000

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Supplemental Materials

Preface

iii

Table of Cases

xxix

Agency

(22)

Introduction

(1)

Authority

(11)

The Agent's Duty of Loyalty

(4)

An Introduction to Financial Statements

(6)

Partnership

(44)

Partnership Formation

(8)

The Legal Nature of a Partnership

(2)

The Ongoing Operation of Partnerships

(5)

Management

(3)

Indemnification and Contribution

(2)

Distributions, Remuneration, and Capital Contributions

(1)

The Authority of a Partner

(2)

Liability for Partnership Obligations

(2)

Partnership Interests and Partnership Property

(3)

The Partner's Duty of Loyalty

(6)

Dissolution by Rightful Election

(9)

Dissolution by Judicial Decree and wrongful Dissolution

(7)

The Corporate Form

(48)

The Characteristics of the Corporation

(1)

Selecting a State of Incorporation

(1)

Organizing a Corporation

(7)

Preincorporation Transactions by Promoters

(2)

Consequences of Defective Incorporation

(7)

The Classical Ultra Vires Doctrine

(6)

The Objective and Conduct of the Corporation

(16)

The Shareholders' Interests, the Present-Value Rule, and Diversification

(7)

Interests Other than Maximization of the Shareholders' Economic Wealth

(9)

The Nature of Corporate Law

107

(8)

Corporate Structure

115

(74)

Shareholdership in Publicly Held Corporations

115

(8)

The Allocation of Legal Power Between Management and Shareholders

123

(23)

The Legal Structure of Management

146

(3)

Formalities Required for Action by the Board

149

(3)

Authority of Corporate Officers

152

(5)

Formalities Required for Shareholder Action

157

(2)

Cumulative Voting

159

(3)

Limited Liability

162

(24)

Equitable Subordination of Shareholder Claims

186

(1)

The Corporate Entity and the Interpretation of Statutes and Contracts

187

(2)

Shareholder Informational Rights and Proxy Voting

189

(54)

Shareholder Informational Rights Under State Law

189

(13)

Inspection of Books and Records

189

(12)

Reporting Under State Law

201

(1)

Shareholder Informational Rights Under Federal Law and Stock Exchange Rules

202

(6)

An Overview of the Stock Markets

203

(2)

An Overview of the SEC and the Securities Exchange Act

205

(2)

Periodic Disclosure under The Securities Exchange Act

207

(1)

Disclosure Under Stock Exchange Rules

208

(1)

An Introduction

208

(4)

Private Actions Under the Proxy Rules

212

(13)

Shareholder Proposals

225

(9)

Proxy Contests

234

(9)

The Special Problems of Close Corporations

243

(99)

Introduction

243

(13)

A Brief Look Back at Partnership

243

(2)

An Introduction to the Close Corporation

245

(11)

Special Voting Arrangements at the Shareholder Level

256

(11)

Voting Agreements

256

(8)

Voting Trusts

264

(2)

Classified Stock and Weighted Voting

266

(1)

Agreements Controlling Matters Within the Board's Discretion

267

(13)

Supermajority Voting and Quorum Requirements at the Shareholder and Board Levels

280

(4)

Fiduciary Obligations of Shareholders in Close Corporations

284

(11)

Valuation

295

(12)

Restrictions on the Transferability of Shares, and Mandatory-Sale Provisions

307

(12)

Dissolution for Deadlock

319

(2)

Provisional Directors, and Custodians

321

(1)

Dissolution for Oppression, and Mandatory Buy-Out

322

(20)

Alternative Forms of Business Organization: Limited Partnerships, Limited Liability Companies, and Limited Liability Partnerships

342

(31)

Limited Partnerships

342

(12)

The Uniform Limited Partnership Acts

342

(1)

Formation of a Limited Partnership

343

(1)

Liability of Limited Partners

343

(9)

Corporate General Partners

352

(2)

Limited Liability Companies

354

(17)

Limited Liability Partnerships

371

(2)

The Duty of Care and the Duty to Act Lawfully

373

(61)

The Duty of Care

373

(57)

The Basic Standard of Care

373

(13)

The Business Judgment Rule

386

(28)

The Duty to Ensure that the Corporation has Effective Internal Controls

414

(12)

Limits on Liability; Directors' and Officers' Liability Insurance

426

(4)

The Duty to Act Lawfully

430

(4)

The Duty of Loyalty

434

(110)

Self-Interested Transactions

434

(21)

Statutory Approaches

455

(9)

Compensation, the Waste Doctrine, and the Effect of Shareholder Ratification

464

(17)

The Corporate Opportunity Doctrine

481

(14)

Duties of Controlling Shareholders

495

(28)

Sale of Control

523

(21)

Insider Trading

544

(107)

The Common Law Background

544

(5)

Securities Exchange Act § 10(b) and Rule 10b-5

549

(71)

Liability for Short-Swing Trading Under § 16(b) of the Securities Exchange Act

620

(15)

The Common Law Revisited

635

(16)

Shareholder Suits

651

(97)

Introduction

651

(3)

The Nature of the Derivative Action

654

(9)

Individual Recovery in Derivative Actions

663

(3)

The Contemporaneous-Ownership Rule

666

(10)

The Right to Trial by Jury in Derivative Actions

676

(1)

Demand on the Board and Termination of Derivative Actions on the Recommendation of the Board or a Committee

677

(28)

Demand on the Shareholders

705

(2)

Plaintiff's Counsel Fees

707

(22)

Security for Expenses

729

(3)

Indemnification and Insurance

732

(12)

Indemnification

732

(12)

Insurance

744

(1)

Settlement of Derivative Actions

744

(4)

Structural Changes: Corporate Combinations and Tender Offers

748

(130)

Corporate Combinations

748

(50)

Sale of Substantially All Assets

748

(4)

The Appraisal Remedy

752

(2)

Statutory Mergers

754

(3)

Tax and Accounting Aspects of Corporate Combinations

757

(3)

The Stock Modes and the De Facto Merger Theory

760

(11)

Triangular Mergers and Share Exchanges

771

(6)

Exclusivity of the Appraisal Remedy

777

(2)

Freezeouts

779

(18)

Going Private

797

(1)

Tender Offers

798

(80)

Distributions to Shareholders

878

(23)

Dividend Policy

878

(5)

The Elements of Dividend Policy

878

(4)

Judicial Review of Dividend Policy

882

(1)

Limitations on Dividends Under Creditors' Rights Law

883

(2)

Limitations on Dividends Under Traditional Corporate Statutes

885

(12)

Introductory Note

885

(2)

Capital-Impairment Statutes

887

(9)

Earned-Surplus Statutes

896

(1)

Contractual Restrictions on the Payment of Dividends

897

(1)

The Modern Dividend Statutes

897

(4)

The Public Distribution of Securities

901

(60)

Introduction

901

(7)

An Overview of the Securities Markets

901

(1)

An Overview of the Securities Act

901

(4)

An Overview of the Underwriting Process

905

(3)

What Constitutes a ``Security''

908

(9)

What Constitutes a ``Sale'' and an ``Offer to Sell''

917

(1)

The Requirement of Registration

918

(22)

The Broad Sweep of Section 5

918

(1)

Private Placements

919

(5)

Limited Offerings

924

(5)

Regulation A

929

(3)

The Intrastate Exemption

932

(1)

Transactions not Involving an Issuer, Underwriter, or Dealer

933

(7)

Mechanics of Registration

940

(7)

Duties and Prohibitions When a Security is in Registration

947

(9)

Overview

947

(2)

The Pre-Filing Period

949

(4)

The Waiting Period

953

(2)

The Post-Effective Period

955

(1)

Liabilities Under the Securities Act

956

(3)

Blue Sky Laws

959

(2)

Index

961

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Corporations and Other Business Organizations: Cases and Materials

Table of Contents

Supplemental Materials