The Law of Corporations in a NutshellThe Corporation in Perspective; Unincorporated Business Forms; Formation of Corporations; Limited Role of Ultra Vires; Preincorporation Transactions; "Piercing the Corporate Veil" and Related Problems; Financing the Corporation; Distribution of Powers Within a Corporation; Special Problems; Shares and Shareholders; Directors; Officers; Closely Held Corporation; Publicly Held Corporation; Duties of Directors, Shareholders and Officers; Indemnification and Insurance; Shareholder's Suits; Class Action Suits; Dividends, Distributions and Redemptions; Inspection of Books and Records; Organic Changes; Amendments, Mergers and Dissolution. |
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adopted amendments approval articles of incorporation assets attorneys authority basic board of directors Business Corporation Act business judgment rule bylaws capital surplus cash certificate close corporation closely held corporation common law contract corporate officers corporation statutes corporation's created creditors cumulative voting debt decisions Delaware Delaware Supreme Court derivative suit distribution dividend earnings election entitled equity federal fiduciary duty filing holders indemnification institutional investors interest involve issued liability litigation majority meeting ment merger minority shareholders Model Act Model Business Corporation number of shares Nutshell option owners par value partners payment permit plaintiff pooling agreement promoter provisions proxy appointment publicly held corporations purchase purpose quorum reason record referred registered Revised Model Business RMBCA Securities Exchange share transfer restrictions shareholders Softcover specific statutory subsidiary takeover target corporation tender offer third person tion trading transaction ultra vires usually Van Gorkom voting trust