Business Enterprises: Legal Structures, Governance, and Policy : Cases, Materials, and Problems

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LexisNexis, Jan 1, 2012 - Business enterprises - 940 pages
 

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Contents

INTRODUCTION
16
LIMITED LIABILITY COMPANIES
16
THE LAW OF AGENCY
B CONTRACTUAL POWERS OF AN AGENT
DUTIES OF PRINCIPALS AND AGENTS
VICARIOUS LIABILITY FOR NEGLIGENT
E VICARIOUS LIABILITY FOR INTENTIONAL MISCONDUCT
THE LAW OF UNINCORPORATED BUSINESS
H SHAREHOLDER INSPECTION RIGHTS
Problems
B FIDUCIARY DUTIES AMONG SHAREHOLDERS
OPPRESSION DEADLOCK AND DISSOLUTION
SHAREHOLDER AGREEMENTS AND OTHER CONTROL
FIDUCIARY DUTY
THREE ADDITIONAL INCHOATE FIDUCIARY DUTIES
DERIVATIVE LITIGATION

When a Partner Is Not a Partner
Liability for a Partners Fraud
THE PROCESS OF INCORPORATION
B MECHANICS OF INCORPORATION
CHOICE OF THE STATE OF INCORPORATION
G DEFECTIVE INCORPORATION
H CORPORATE DEATH INVOLUNTARY DISSOLUTION
J LIABILITY ON PREINCORPORATION CONTRACTS
THE REGULATION OF SECURITIES
B THE EXEMPTIONREGISTRATION QUERY
OVERVIEW OF THE REGISTRATION PROCESS
F A BRIEF LOOK AT THE PROCESS OF A PUBLIC OFFERING
J THE DODDFRANK
B BASIC CORPORATE FINANCE
DIVIDENDS AND OTHER DISTRIBUTIONS
LIMITATIONS ON LIMITED LIABILITY
THE DEEP ROCK DOCTRINE
MANAGEMENT AND CONTROL OF
B CORPORATE PURPOSE
CORPORATE GOVERNANCE
G SHAREHOLDER VOTING
UNIVERSAL DEMAND
WHEN IS DEMAND EXCUSED AS FUTILE?
E AVOIDING DERIVATIVE CHARACTERIZATION DIRECT
SECURITIES LITIGATION
B SECTION 10b OF THE SECURITIES EXCHANGE
G DAMAGES AND PENALITIES
BLACKOUT PERIODS
EXCULPATION INDEMNIFICATION
INDEMNIFICATION
INSURANCE
E COMPARATIVE PERSPECTIVE
A OVERVIEW
STATUTORY BUSINESS COMBINATIONS
DOMESTICATIONS AND CONVERSIONS
CHANGE OF CONTROL OF
B TYPES AND REGULATION OF CHANGE OF CONTROL
DEFENDING THE CORPORATE BASTION
REFORM PROPOSALS
E COMPARATIVE INTERNATIONAL PERSPECTIVES
THE ROLE OF COUNSEL
Copyright

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About the author (2012)

Douglas M. Branson is W. Edward Sell Chair in Business Law at the University of Pittsburgh School of Law. His publications include Questions and Answers: Business Associations Understanding Corporate Law and Corporate Governance.

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