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V. 1. Forms of business association : definitions and distinctions --
The evolution of corporatios in England and America --
The incorporation process --
The scope of the authorized business and duties to other constituencies --
The promotion of the corporation --
Defective formation of corporations and revival of existence --
The separate corporate entity : privilege and its limitations --
Powers of officers and agents : tort and criminal liability of corporations --
v. 2. Functions and powers of directors --
Directors' and officers' duties of care and loyalty --
Fiduciary duties for executive compensation, corporate opportunities, and controlling stockholders --
Obligations arising out of transactions in shares --
Rights and powers of shareholders : inspection rights, voting, and proxies --
v. 3. Closely held entities --
The derivative suit --
Issuance of shares --
Liability for watered, bonus, and underpaid shares --
Capital structure, preferences, and classes of securities --
Accounting statements and dividend law --
Dividend distributions : rights, restrictions, and liabilities --
Repurchases, redemptions and the reduction of capital --
v. 4. Corporate combinations --
Equitable limits on acquisitions and defensive maneuvers --
Federal and state takeover laws --
Amendments to the corporate charter --
Voluntary dissolution, administrative dissolution, and winding up --
Investor protection : state and federal securities regulation --
Securities transfers. |
引证/输出
预览资料
图书 : 英语 : 3rd ed