Forms of business association: definitions and distinctions
The evolution of corporations 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
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
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
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.