The corporation : an overview
Choice of organizational form
Incorporation : how, where, and what
Financial rights in corporation
Federal regulation of securities offerings
Shareholders' role in corporate governance
Corporate voting structure
Judicial protection of voting rights
Federal regulation of proxy voting
Proxy fraud
Corporate fiduciary duties : an introduction
Duty of care and the business judgment rule
Duty of loyalty : self-dealing transactions
Executive compensation
Indemnification and insurance
Corporate opportunities and unfair competition
Duties of controlling shareholders (Corporate Groups)
Shareholder litigation
Share transferability : an introduction
Limitations on control sales
Disclosure in securities trading markets
Securities fraud : rule 10b-5
Insider trading
Disgorgement of short-swing profits
Close corporation : an introduction
Planning in close corporation
Oppression in close corporation
Limited liability : an overview
Promoter liability during incorporation
Authority to bind the corporation
Limitations on corporate distributions
Piercing the corporate veil
Statutory recognition of corporation
Takeovers : an introduction
Fundamental changes
Mergers and acquisitions
Appraisal remedy
Federal regulation of tender offers
Takeover defenses.