Publication Date: 9/14/2018
Copyright: 2019
Pages: 1,120
ISBNs:
Connected eBook with Study Center + Print Book: 9781454896593
Connected eBook with Study Center: 9781543808025
Detailed Table of Contents (PDF Download)
Preface
Summary of Contents
Contents
Preface
Acknowledgments
Part 1: Introduction and Overview
1 Introduction: Welcome to the Law of Business Organizations!
2 The Law of Business Organizations Generally, the
Choice-of-Entity Problem, and the Basic Problems of the
Business Counselor
Part 2: Agency
3 Introduction to Agency Law
4 The Consequences of Agency and Attempts to Avoid Them
5 Further Topics in Agency
Part 3: The General Partnership, Other Unincorporated
Entities, and the Special Problems of “Small” Business
6 Introduction to the General Partnership
7 Finance and the Sharing of Profits and Losses
8 Management and Control, and Their Legal Consequences
for the Firm and Its Partners
9 Dissolution and Winding Up
10 The Limited Partnership
11 The Limited Liability Company, Its Special Attributes, and
Other Modern Alternatives
12 Fiduciary Duties in Agency and Unincorporated Entities
Part 4: The Corporation
13 Incorporation, Organization, and Promoter Issues
14 Corporate Power and Purpose
15 Introduction to Shares, Shareholders, and Corporate Debt
16 Piercing the Veil of Limited Liability
17 The Basics of Corporate Governance
18 Fiduciary Duties in the Corporate Context: The Duty of Care
19 The Duty of Loyalty and Conflicts of Interest: Self-Dealing
Transactions and Corporate Opportunities
20 Further Problems in the Duty of Loyalty: Good Faith
and Disclosure
21 Exculpation, Indemnification, and Insurance
22 Derivative Litigation
Part 5: Corporate Control Transactions
23 Corporate Control Transactions, Part I: Introduction,
Negotiated Transactions, and Sales of Control
24 Corporate Control Transactions, Part II: Tender Offers,
Tender Offer Defenses, and Special Fiduciary Duties in
Hostile Takeover Situations
Part 6: Special Considerations in the
Close Corporation Context
25 Special Considerations in the Close Corporation Context,
Part I: Planning for Control
26 Special Considerations in the Close Corporation Context,
Part II: Fiduciary Duty and Oppression
27 Special Considerations in the Close Corporation Context,
Part III: Deadlock and Dissolution
Part 7: The Federal Law of Securities Regulation:
A Brief Introduction for the General Practitioner
28 Introduction to Federal Securities Regulation: The Statutory
Framework, the Definition of a “Security,” Registration
Requirements, and Exemptions from Registration
29 Proxy Regulation
30 Fraud and Related Issues Under Rule 10b-5
31 Trading by Insiders: Rule 10b-5
32 Trading by Insiders: Short-Swing Trading Under §16(b)
Glossary
Table of Cases
Index