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Tables of Contents for Corporation Law
Chapter/Section Title
Page #
Page Count
Table of Cases
vii
The Choice of Organizational Form
3
8
Non-Tax Aspects
3
8
Financing Matters
3
1
Business Basics for Law Students, LLC's and Other Forms of Organization
3
8
Robert W. Hamilton
Richard A. Booth
The Incorporation Process
11
4
Lawyers' Professional Responsibilities: Who is the Client?
11
4
American Bar Association Model Rules of Professional Conduct
11
4
Financial Structure of the Corporation
15
4
Corporate Securities
15
2
Designing a Corporation's Capital Structure
15
2
Authorization and Issuance of Equity Securities
17
2
Tracking Stock
17
2
Protection of Creditors: Limitations on Limited Liability
19
4
Alternatives to Limited Liability
19
4
Imposing Shareholder Liability Under Federal Law
19
4
Management and Control of the Corporation
23
11
Action by Shareholders
23
11
Shareholders' Veto and Exit Rights
23
3
Transaction Size and Shareholders' Rights
26
1
Board Responses to Shareholder Initiatives
27
1
Quickturn Design Systems, Inc. v. Shapiro
27
6
Shareholders' Right of Inspection
33
1
Control Problems in the Closely Held Corporation
34
2
Dealing With Dissension, Deadlock, Oppression and Dissolution
34
2
Statutory Remedies for Oppression
34
2
The Role of the Shareholder in the Governance of the Public Corporation
36
7
Shareholder Proposals
36
7
The Rule in Operation
36
2
International Brotherhood of Teamsters General Fund v. Fleming Cos., Inc.
38
2
Note: Binding Bylaws Under Delaware Law
40
3
The role of Outside Directors in the Governance of the Public Corporation
43
2
How Boards of Directors Operate
43
2
The Duty of Care of Corporate Directors
45
9
The Business Judgment Rule
45
9
Reliance
45
1
The Business Judgment Rule and Illegal Conduct
46
8
Duty of Loyalty
54
13
Entire Fairness: Substantive and Procedural
54
7
Procedural Fairness
54
1
In Re the Walt Disney Company Derivative Litigation
54
7
Contemporary Statutory Reform: Subchapter F and the ALI Principles of Corporate Governance
61
1
``Interested'' Directors and ``Conflict of Interest'' Transactions
61
1
Executive Compensation
61
4
Corporate Opportunity
65
2
When May a Corporate Manager Take an Opportunity for Herself?
65
2
Duty of Disclosure to Shareholders
67
7
State Law Duty of Disclosure
67
7
Under What Circumstances Does the Duty Arise?
67
1
Malone v. Brincat
67
5
Note: Malone v. Brincat
72
2
Regulation of Securities Trading
74
3
Federal Regulation---10b-5
74
3
Regulation of Trading on Non-Public Information
74
3
Shareholder Litigation
77
9
Internal Corporate Procedures
77
4
Brehm v. Eisner
77
3
Notes and Questions
80
1
Settlement and Attorneys' Fees
81
5
Judicial Review of Settlements
81
5
Protecting Control
86
8
Policy Questions
86
3
Protection of Control
89
5
Changes in Control
89
2
Strategic Transactions
91
1
Note: Directors' Duties in a Sale of Control
91
3
Cash Out Mergers
94
Fair Price
94
Interest in Appraisal Proceedings
94