Corporate LawFoundation Press, 2009 - 508 pagine Corporations classes present students with two related problems: First, many students have trouble understanding the cases studied because they do not understand the transactions giving rise to those cases. Second, Corporations classes at many law schools are taught from a law and economics perspective, which many students find unfamiliar and/or daunting. Yet, with few exceptions, corporate law treatises and other study aids have essentially ignored the law and economics revolution. This book is intended to remedy these difficulties. The pedagogy is up-to - date, with a strong emphasis on the doctrinal issues taught in today's Corporations classes and, equally important, a mainstream economic analysis of the major issues in the course. As such, the text is coherent and cohesive: It provides students not only with an overview of the course, but also (and more importantly) with a unifying method of thinking about the course. Using a few basic tools of law and economics-price theory, game theory, and the theory of the firm literature-students will come to see corporate law as the proverbial "seamless web." Finally, the text is highly readable: The style is simple, direct, and reader- friendly. Even when dealing with complicated economic or financial issues, the text seeks to make those issues readily accessible. |
Sommario
An Introduction to the Corporation | 1 |
Forming the Corporation | 12 |
Comes Into Existence | 22 |
Copyright | |
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acquiring acquisition adopted agreement amendment articles of incorporation assets authority bidder board of directors breach business judgment rule bylaws cause of action Chiarella claim close corporation committee common law conflict context contract controlling shareholder Corp corporate law corporation's court held creditors decision decisionmaking defendant Delaware law Delaware supreme court demand derivative suit DGCL disclosure dividend doctrine duty of care elect entitled example Exchange Act F.Supp faith federal fiduciary duty filed firm firm's fraud Gorkom holders holding imposed indemnification insider trading interest investors issue issuer liability limited litigation majority MBCA ment merger minority shareholders misappropriation theory nonpublic information O'Hagan obligation officers option party plaintiff preferred proposal proxy contest purchase purpose reasonable relationship Schedule 13D sell shareholder approval shareholders shares Sinclair Oil standard statute statutory stockholders takeover target tender offer tion transaction Unocal Van Gorkom veil piercing violation Walkovszky