Business Organizations Law Hornbooks 5th Edition by James D. Cox, ISBN-13: 978-1642424010

Business Organizations Law Hornbooks 5th Edition by James D. Cox, ISBN-13: 978-1642424010

[PDF eBook eTextbook]

• Publisher: ‎ West Academic Publishing; 5th edition (March 16, 2020)
• Language: ‎ English
• ISBN-10: ‎ 1642424013
• ISBN-13: ‎ 978-1642424010

Clear, succinct, descriptions of the reasoning and policy issues underlying corporate law that is accessible to law students with no business or economic background. The 2020 edition is thoroughly updated to include recent U.S. Supreme Court, Delaware and other leading decisions and regulatory developments (for example, the most recent version of the Model Business Corporation Act as well as the Delaware statute) that impact the conduct of corporate affairs including fiduciary obligations and duties in corporate transactions, governance, and management of corporations and LLCs, as well as benefit corporations, including the landscape of securities fraud suits in the federal courts, new discussions of unincorporated forms of business, insightful explanations of such news-making issues as corporate governance and director liabilities, and coverage of LLCs and LLPs.

Table of Contents:

Preface
Acknowledgments
Chapter 1. Forms of Business Association—Definitions and Distinctions
§ 1.1 The Corporation
§ 1.2 The Concept of Corporate Entity or Personality
§ 1.3 Exceptions to the Separate Legal Personality
§ 1.4 The Corporation and the Constitution
§ 1.5 Non-Tax Advantages of Corporations
§ 1.6 Disadvantages of the Corporate Form
§ 1.7 Characteristics of the Partnership
[1] Partnership in Context
[2] Partnership Defined
[3] Fiduciary Nature of Partnership
[4] Authority of Partners; Management of Partnership
[5] Partners’ Liabilities
[6] Limited Liability Partnerships
[7] Dissolution and Dissociation
[8] The Revised Uniform Partnership Act
§ 1.8 The Joint Venture: A Form of Partnership
§ 1.9 The Limited Partnership
§ 1.10 Tax Considerations in Selecting a Business Form
[1] Tax Considerations in Selecting a Business Form
[2] The Check-the-Box Rules
§ 1.11 The Limited Liability Company
[1] Nature of Limited Liability Companies
[2] Fiduciary Duties in Limited Liability Companies
[3] Continuity of Existence and Transferability of Limited Liability Interests
[4] Management of Limited Liability Companies
[5] Piercing the Limited Liability Veil and Other Entity Issues
[6] Limited Liability Company Interests as Securities
[7] Professional Limited Liability Companies
§ 1.12 The Limited Liability Company—Operational Issues
§ 1.13 Loan to a Business Proprietor for a Share of the Profits; Sharing of Profits by Lessor or Employee
§ 1.14 The Joint Stock Company
§ 1.15 The Business Trust (Massachusetts Business Trust)
§ 1.16 Public or Government Corporations
§ 1.17 Municipal Corporations
§ 1.18 Charitable and Other Nonprofit Corporations
§ 1.19 The Corporation Sole
§ 1.20 Publicly Held Corporations and Close Corporations
§ 1.21 One-Person Companies; Family Corporations; Subsidiary Corporations
§ 1.22 The Joint Venture Corporation
§ 1.23 The Professional Corporation and PLLC
§ 1.24 Agency—Core Concepts
Chapter 2. The Evolution of Corporations in England and America
§ 2.1 Early American Corporations
§ 2.2 Evolution of American General Incorporation Laws
§ 2.3 Modern Corporation Acts
§ 2.4 The Race to the Bottom or the Race to the Top?
§ 2.5 Separation of Corporate Ownership from Control
§ 2.6 Reform Efforts, the American Law Institute’s Corporate Governance Project , and a Brief Introduction to the Sarbanes-Oxley Act of 2002
§ 2.7 Foreign Corporations
§ 2.8 Choice-of-Law Rule: The Internal Affairs Doctrine
§ 2.9 Benefit Corporations
Chapter 3. The Incorporation Process
§ 3.1 Selection of the Corporate Form
§ 3.2 Selecting the State of Incorporation
§ 3.3 The Usual Steps in the Formation and Organization of a Corporation
§ 3.4 Drafting the Articles of Incorporation
§ 3.5 Selection and Protection of a Corporate Name
§ 3.6 Statement of Purposes and Powers in the Articles
§ 3.7 Registered Agent and Principal Place of Business
§ 3.8 Incorporators and Initial Directors
§ 3.9 Optional Provisions in the Articles
§ 3.10 The Corporate Charter as a Contract
§ 3.11 Corporate Bylaws—the New Battleground
Chapter 4. The Scope of the Authorized Business and Duties to Other Constituencies
§ 4.1 Purposes, Powers and Profits
§ 4.2 Sources of Corporate Powers
§ 4.3 Implied Power—Charitable Contributions and Assistance to Employees
§ 4.4 Modern Statutory Treatment of Ultra Vires Acts
§ 4.5 Other Constituencies Statutes
§ 4.6 The American Law Institute and Corporate Objectives
Chapter 5. The Promotion of the Corporation
§ 5.1 Functions of Promoters
§ 5.2 Pre-Incorporation Contracts: Questions Raised
§ 5.3 Liability of the Corporation on Pre-Incorporation Contracts
§ 5.4 Theories of Corporate Liability on Promoters’ Contracts
§ 5.5 Adoption and Ratification Theories
§ 5.6 The Corporation’s Right to Enforce Contracts
§ 5.7 Liability of Promoters on Pre-Incorporation Contracts
§ 5.8 Promoters’ Liability After Corporation Adopts
§ 5.9 Statutes Relating to Pre-Incorporation Contracts
§ 5.10 Promoters’ Fiduciary Obligations
§ 5.11 Fraudulent Devices Used by Promoters
§ 5.12 The Defense of Full Disclosure
Chapter 6. Defective Formation of Corporations and Revival of Existence
§ 6.1 Problems Arising from Defects in Formation
§ 6.2 Corporation De Jure
§ 6.3 The De Facto Doctrine
§ 6.4 Basis of the De Facto Doctrine
§ 6.5 Corporation by Estoppel
§ 6.6 Liability of Participants: Active Versus Passive Participation
§ 6.7 Statutes Pertaining to Defective Corporations
Chapter 7. The Separate Corporate Entity: Privilege and Its Limitations
§ 7.1 The Corporate Entity
§ 7.2 Limited Liability Reconsidered
§ 7.3 Approaches Used to Disregard the Corporate Entity
§ 7.4 Lack of Formality and Confusion of Affairs as Bases for Piercing the Corporate Veil
§ 7.5 Dominating the Corporation’s Affairs as the Basis for Piercing the Corporate Veil
§ 7.6 Inadequate Capitalization as a Factor for Piercing the Veil
§ 7.7 Definitions: “Parent Company,” “Holding Company,” “Subsidiary,” and “Affiliate”
§ 7.8 Disregarding the Separate Entity in the Parent-Subsidiary Context
§ 7.9 The Corporation’s Separate Entity Under State and Federal Statutes
§ 7.10 Subordination of Controlling Stockholders’ Loans and Guaranties
§ 7.11 Reverse-Piercing of the Corporate Veil
Chapter 8. Powers of Officers and Agents; Tort and Criminal Liability of Corporations
§ 8.1 Introduction and a Summary of Rules Regarding the Agent’s Authority
§ 8.2 Corporate Officers and Their Sources of Power
§ 8.3 Selection of Officers
§ 8.4 Removal or Resignation of Officers or Agents
§ 8.5 The Chief Executive Officer’s and President’s Authority
§ 8.6 Authority of the Chairman of the Board
§ 8.7 The Vice President’s Authority
§ 8.8 The Secretary’s Authority
§ 8.9 The Treasurer’s Authority; the Comptroller’s Duties
§ 8.10 Ratification of Unauthorized Contracts or Transactions
§ 8.11 Constructive Knowledge of the Corporation
§ 8.12 Formal Evidence of an Officer’s Authority
§ 8.13 Criminal Liability of Corporations
§ 8.14 Criminal Liability of Officers and Directors
Chapter 9. Functions and Powers of Directors
§ 9.1 The Traditional Pattern of Corporate Governance
§ 9.2 Continuing Efforts to Strengthen the Monitoring Role of the Board of Directors
§ 9.3 Changes in the Statutory Description of Functions of the Board of Directors
§ 9.4 Authority and Powers of the Directors
§ 9.5 Necessity for Board Action in a Lawfully Convened Meeting
§ 9.6 Statutes Authorizing Informal Board Action
§ 9.7 The Notice Requirement for Board Meetings
§ 9.8 Directors’ Meetings: Place, Call, Quorum, Votes, Disqualification by Interest
§ 9.9 The Virtual Board: Melding Electronic Media to the Conduct of Board Meetings
§ 9.10 Governance and Authority Within the LLC
§ 9.11 The Power of Shareholders to Control the Acts of Directors
§ 9.12 Board Vacancies
§ 9.13 Removal of Directors by Shareholders
§ 9.14 Removal of Directors by Action of the Board of Directors
§ 9.15 Judicial Removal of Directors
§ 9.16 Committees of the Board of Directors
§ 9.17 Limitations on Delegation of Board Powers to Committees
§ 9.18 Responsibility of Noncommittee Directors for Committee Actions
§ 9.19 Management Agreements and Other Corporate Contracts Delegating Authority
§ 9.20 Long-Term Employment Contracts
Chapter 10. Directors’ and Officers’ Duties of Care and Loyalty
PART A. DILIGENCE, SKILL, AND CARE; LIABILITY FOR NEGLIGENCE IN MANAGEMENT
§ 10.1 Liability for Imprudence and Honest Errors of Judgment: The “Business Judgment Rule”
§ 10.2 Standard of Care and Diligence
§ 10.3 The Directors’ Obligation to Be Attentive
§ 10.4 Directors’ Actions Should Be the Product of Reasonable Investigation and Consideration
§ 10.5 Directors’ Decisions Should Embody a Rational Basis for Action
§ 10.6 Knowing Violations of a Criminal Statute
§ 10.7 Statutory Developments Limiting Directors’ Liability for Duty-of-Care Violations
§ 10.8 Executive Officers; Supervision of Subordinates
PART B. DEALINGS BETWEEN DIRECTORS AND THEIR CORPORATIONS—CONFLICTS OF INTEREST
§ 10.9 The Scope of the Officers’ and Directors’ Duty of Loyalty
§ 10.10 Interested Officer and Director Transactions: Defined and Historical Treatment
§ 10.11 Burden of Proof of Fairness in Fiduciary Contracts
§ 10.12 Statutory Treatment of Transactions with Interested Officers and Directors
§ 10.13 The Power of the Shareholders to Ratify
§ 10.14 Actions Against Directors and Officers for Mismanagement : Corporate, Individual, and Creditor Grounds to Complain
§ 10.15 Disclosure Obligations Based upon Fiduciary Principles
Chapter 11. Fiduciary Duties for Executive Compensation, Corporate Opportunities, and Controlling Stockholders
PART A. EXECUTIVE COMPENSATION
§ 11.1 Contracts for Compensation of Directors and Officers
§ 11.2 Methods of Paying Executive Compensation
§ 11.3 Compensation for Past Services
§ 11.4 Judicial Review of Fairness of Executive Compensation: Self-Dealing and Good Faith
§ 11.5 Judicial Review of Executive Compensation: Equitable Limits
§ 11.6 Executive Compensation and the Internal Revenue Code
§ 11.7 Regulating Executive Compensation Through Improved Governance and Disclosure
PART B. CORPORATE OPPORTUNITIES
§ 11.8 Misappropriation of Corporate Opportunities: Disloyal Diversion of Business
§ 11.9 Forbidden Profits: Gains by Abuse of Official Position
§ 11.10 The Duty of Employees Not to Compete
PART C. CONTROLLING STOCKHOLDER’S FIDUCIARY OBLIGATIONS
§ 11.11 Fiduciary Duties of Controlling Shareholders
§ 11.12 Unequal Treatment Among Different Classes of Securities or Holders of the Same Class of Security
Chapter 12. Obligations Arising Out of Transactions in Shares
PART A. STATE LAW
§ 12.1 The Sale of Corporate Control
§ 12.2 Fiduciary Duties of Sellers of Corporate Control
§ 12.3 Resignation of Directors in Connection with the Sale of Control
§ 12.4 The Sale of a Corporate Office
§ 12.5 Statutory Provisions Affecting Control Transactions
§ 12.6 Other Share Transfers That Trigger Fiduciary Obligations —Greenmail and Equal Opportunity Concerns
§ 12.7 Common Law Fiduciary Duty of Directors and Officers When Trading in Their Corporation’s Shares
PART B. FEDERAL LAW
§ 12.8 Short-Swing Profits Under Section 16 of the Securities Exchange Act
§ 12.9 Section 10(b) and Rule 10b–5 of the Securities Exchange Act of 1934
[1] Materiality
[2] Scienter and Its Pleading
[3] Standing—the Purchaser or Seller Requirement
[4] “In Connection with”
[5] Causal Relationship and Damages
[6] Primary Participants, Aiders and Abettors, and Control Persons
[7] Statutory Restraints on Private Actions via PSLRA and SLUSA
§ 12.10 Rule 10b–5 and Insider Trading
§ 12.11 Rule 10b–5 and the Duty to Disclose
§ 12.12 Rule 10b–5 and Control of Corporate Mismanagement
Chapter 13. Rights and Powers of Shareholders: Inspection Rights, Voting, and Proxies
PART A. SHAREHOLDERS’ RIGHTS
§ 13.1 The Nature of the Shareholders’ Interest
PART B. RIGHT TO INFORMATION
§ 13.2 Basis of Shareholders’ Right to Information
§ 13.3 Proper Purposes for Inspection
§ 13.4 Statutory Regulation of Inspection Rights
§ 13.5 Remedies if Inspection Is Denied
§ 13.6 Accessing Corporate Reports, Financial Statements, and NOBO List
§ 13.7 Directors’ Right of Inspection
PART C. SHAREHOLDERS’ MEETINGS AND VOTING
§ 13.8 Shareholders Act at Meetings or by Written Consent
§ 13.9 Necessity of Annual Meeting and Convening Special Meetings
§ 13.10 The Time, Place, and Notice of the Meeting
§ 13.11 Quorum and Voting at Shareholders’ Meetings
§ 13.12 Stockholders’ Meetings in a Digital Age
§ 13.13 Conduct of Shareholders’ Meetings
§ 13.14 Shares Entitled to Vote
§ 13.15 Power to Vote Treasury Shares and Shares Held by a Subsidiary
§ 13.16 Cumulative Voting
§ 13.17 Plurality, Majority and Empty Voting; Advance Notice Bylaws
§ 13.18 Interference with the Stockholders’ Franchise
§ 13.19 Vote-Buying and Coercion
PART D. STATE REGULATION OF THE PROXY MACHINERY
§ 13.20 The Nature of a Proxy
§ 13.21 Revocation, Duration, and Termination of Proxies
§ 13.22 The Proxy Voting System
§ 13.23 Proxy Contest Expenses
PART E. FEDERAL REGULATION OF PROXIES
§ 13.24 Section 14 of the Securities Exchange Act of 1934: An Overview
§ 13.25 Definition of “Solicitation” and “Proxy”
§ 13.26 Shareholder Proposals Under the Proxy Rules
§ 13.27 Implied Private Action Under Rule 14a–9
PART F. CORPORATE CONTROL DEVICES
§ 13.28 Various Voting Control Devices
§ 13.29 Nonvoting Shares and Voting-Only Shares
§ 13.30 The Voting Trust—Its Use and Abuse
§ 13.31 Voting Trusts—Scope of Trustee’s Powers
§ 13.32 The Voting Trust in Operation
Chapter 14. Closely Held Entities
§ 14.1 Close Corporations and Other Closely Held Entities: Definitions and Distinctive Needs
§ 14.2 Close Corporation Statutes—Scheme, Pitfalls, and Objectives
§ 14.3 Shareholders’ Agreements: Contents
§ 14.4 Forms and Execution of Shareholders’ Agreements
§ 14.5 Validity of Shareholders’ Agreements Attacked Because They Limit the Board of Directors’ Discretion of Authority
§ 14.6 Shareholders’ Reciprocal Pooling Agreements Controlling Voting for Directors
§ 14.7 Use of Charter or Bylaw Provisions in Lieu of Shareholders’ Agreements
§ 14.8 Restrictions on the Transferability of Shares; Reasons for Restrictions; Types of Restrictions
§ 14.9 Legal Limits on the Use of Transfer Restrictions
§ 14.10 Dissension in the Close Corporation
§ 14.11 Dissolution for Deadlock
§ 14.12 Oppression; Protecting Reasonable Expectations
§ 14.13 Policy Questions Surrounding Dissolution and Alternative Remedies
§ 14.14 Custodians’ Resolution of Shareholder Deadlocks and Disputes
§ 14.15 Fiduciary Duties in the Close Corporation
§ 14.16 Dissolution and Dissention in LLCs
§ 14.17 Fiduciary Obligations in LLCs
Chapter 15. The Derivative Suit
§ 15.1 Nature and Basis of Derivative Action
§ 15.2 Distinguishing the Shareholder’s Individual Suit from the Derivative Suit
§ 15.3 Individual Recovery in Derivative Suits
§ 15.4 Necessity of Demand on the Shareholders
§ 15.5 The Demand on the Directors Requirement
§ 15.6 Special Litigation Committees
§ 15.7 Standing to Bring a Derivative Suit
§ 15.8 Double Derivative Suits
§ 15.9 The Plaintiff as an Adequate Representative
§ 15.10 Bona Fide Purchasers of “Tainted” Shares
§ 15.11 Security-for-Expense Statutes
§ 15.12 Limitations, Laches, and Acquiescence as Defenses
§ 15.13 Derivative Suits and the Right to a Jury Trial and Arbitration
§ 15.14 Control, Settlement, and Dismissal of a Derivative Suit
§ 15.15 The Corporation as a Passive Party in Derivative Suits; Defenses
§ 15.16 The Role of Counsel in a Derivative Suit
§ 15.17 The Attorney-Client Privilege in Derivative Suits
§ 15.18 Award of Attorneys’ Fees and Expenses of Suit
§ 15.19 Indemnification and Insurance for Directors and Officers
§ 15.20 Private Ordering and Shareholder Suits
Chapter 16. Issuance of Shares
PART A. SHARE SUBSCRIPTIONS AND UNDERWRITING
§ 16.1 Nature and Form of Subscription Agreements
§ 16.2 Pre-Incorporation Subscriptions—Revocability
§ 16.3 Liability on Unpaid Subscriptions to Corporations and Creditors
§ 16.4 The Underwriting Services of Investment Bankers
PART B. THE ISSUANCE OF SHARES
§ 16.5 The Nature of Shares and Share Certificates
§ 16.6 Issuance, Creation, or Allotment of Shares
§ 16.7 Flexibility in Terms of Preferred Shares
§ 16.8 Significance of Par Value
§ 16.9 Sale of Treasury Shares at Less than Par
§ 16.10 No-Par Shares; Advantages, Issue Price
§ 16.11 Kinds of Consideration That Validate Payment for Shares
§ 16.12 Valuation of Consideration for Shares
§ 16.13 Equitable Limitations for Pricing Shares
§ 16.14 The Shareholders’ Preemptive Right
§ 16.15 The Theory Behind the Legal Capital Concept
§ 16.16 Legal Capital of Par and No-Par Shares
Chapter 17. Liability for Watered, Bonus, and Underpaid Shares
§ 17.1 Varieties of Watered Stock
§ 17.2 Evils and Abuses of Stock Watering
§ 17.3 Contract and Trust Fund Theories
§ 17.4 The Fraud or Holding-Out Theory
§ 17.5 The Statutory Obligation Doctrine
§ 17.6 Liability of Transferees of Watered Stock
§ 17.7 Creditors’, Receivers’, and Trustees’ Remedies
§ 17.8 Creditors Against Holders of Watered No-Par Stock
§ 17.9 Cancellation and Assessment of Diluted or Watered Shares
Chapter 18. Capital Structure, Preferences, and Classes of Securities
§ 18.1 Choices in Debt and Equity Financing
§ 18.2 Bonds and Debt Financing
§ 18.3 Types of Bonds
§ 18.4 Classes of Stock
§ 18.5 The Preferred Share Contract
§ 18.6 Flexibility Through a “Blank Stock” Authorization
§ 18.7 Cumulative Dividends
§ 18.8 Non-Cumulative Preferred Shares
§ 18.9 Participation of Preferred Shares Beyond Their Preference
§ 18.10 Preference on Liquidation
§ 18.11 Voting Rights of Preferred
§ 18.12 The Redemption Provision: Voluntary or Compulsory for the Corporation
§ 18.13 The Redemption or Sinking Fund for Retirement of Preferred Shares
§ 18.14 Convertible Shares and Warrants
§ 18.15 Equitable Protections of Preferred Stockholders
Chapter 19. Accounting Statements and Dividend Law
§ 19.1 The Importance of Accounting to Corporate Law
§ 19.2 Major Conventions of Accounting
§ 19.3 The Balance Sheet
§ 19.4 Classification of Assets on the Balance Sheet
§ 19.5 Classification of Liabilities
§ 19.6 Stockholders’ Equity Accounts
§ 19.7 The Income or Profit and Loss Statement
§ 19.8 Consolidated Financial Statements
Chapter 20. Dividend Distributions: Rights, Restrictions, and Liabilities
PART A. RIGHTS TO DIVIDENDS
§ 20.1 Declaration and Payment of Dividends
§ 20.2 Directors’ Refusal to Declare Dividends
§ 20.3 Rescission or Revocation of Dividend Declarations
§ 20.4 Right to Dividends Declared Prior to Transfer of Shares
PART B. RESTRICTIONS ON DIVIDEND DISTRIBUTIONS
§ 20.5 The Purpose of Dividend Restrictions
§ 20.6 The Various Dividend Limitations
§ 20.7 The Capital Impairment Limitation
§ 20.8 The Earned Surplus Test
§ 20.9 Capital Surplus as a Source of “Distributions” to Shareholders
§ 20.10 The Insolvency Limitation
§ 20.11 Nimble Dividends
§ 20.12 “Wasting Asset” Corporations
§ 20.13 The Innovations of the California Statute and the Model Business Corporation Act
§ 20.14 The Issue of Shares as Stock Dividends and Stock Splits
§ 20.15 Capitalization of Surplus for Stock Dividends and Stock Splits
PART C. LIABILITIES OF DIRECTORS AND SHAREHOLDERS
§ 20.16 Directors’ Liability for Unlawful Dividends
§ 20.17 Shareholders’ Liability to Return Illegal Dividends
Chapter 21. Repurchases, Redemptions and the Reduction of Capital
PART A. SHARE PURCHASES AND REDEMPTIONS
§ 21.1 American Rules on Share Repurchases
§ 21.2 The Dangers and Abuses of Dealing in the Corporation’s Own Shares
§ 21.3 Statutory Restrictions on Repurchases of Shares
§ 21.4 Executory and Installment Contracts to Repurchase
§ 21.5 Redemption and Purchase of Callable Shares
§ 21.6 Fiduciary Limitations on Share Repurchases
PART B. STATUS OF TREASURY SHARES
§ 21.7 The Peculiar Status of Treasury Shares
§ 21.8 The Reissue or Retirement of Treasury Shares
PART C. REMEDIES FOR IMPROPER SHARE PURCHASES
§ 21.9 Recovery by Corporation for Unlawful Share Purchases
§ 21.10 Right of Recovery by Creditors from Selling Shareholders
Chapter 22. Corporate Combinations
§ 22.1 Corporate Combinations Overview
§ 22.2 Comparison of Methods of Combination or Reorganization
PART A. SALE OF ASSETS
§ 22.3 Purposes of Sale of Substantially All Assets
§ 22.4 Statutory Authorization of Sale of Assets
§ 22.5 Sale of Assets for Securities
§ 22.6 The De Facto Merger Doctrine
§ 22.7 Successor Corporation Liability
PART B. MERGER AND CONSOLIDATION
§ 22.8 Merger and Consolidation Distinguished
§ 22.9 Attributes and Advantages of Merger and Consolidation
§ 22.10 Statutory Authority for Merger and Consolidation
§ 22.11 Procedures to Merge or Consolidate
[1] Procedures Generally
[2] Voting Requirements
[3] The Agreement of Merger or Consolidation
[4] Distributions to Shareholders
§ 22.12 “Short-Form” Mergers
§ 22.13 Triangular Mergers and Share Exchanges
[1] Triangular and Reverse Triangular Mergers
[2] Statutory Share Exchange
§ 22.14 Rights of Creditors of Constituent Companies
§ 22.15 Leveraged Buyouts as Fraudulent Conveyances
§ 22.16 Accounting for Corporate Combinations
PART C. REMEDIES OF DISSENTING SHAREHOLDERS
§ 22.17 Alternative Remedies of Dissenting Shareholders
[1] Injunction
[2] Rescission
[3] Individual Shareholder Action for Damages
[4] Direct Actions Under the Securities Laws
[5] Statutory Dissenters’ Rights
[6] Quasi-Appraisal
§ 22.18 The Statutory Appraisal Remedy
§ 22.19 Scope of Statutory Appraisal Rights
§ 22.20 Valuation of Shares in Appraisal Proceedings
§ 22.21 Exclusivity of Statutory Appraisal Rights
Chapter 23. Equitable Limits on Acquisitions and Defensive Maneuvers
§ 23.1 Fiduciary Obligations in Acquisition Transactions
§ 23.2 Equitable Limitations on the Power of Sale or Merger
§ 23.3 Merger Freeze Outs of Minority Shareholders
§ 23.4 Going-Private Transactions Under the Securities Laws
§ 23.5 Defensive Tactics—Shark Repellant Provisions
§ 23.6 Defensive Maneuvers and the Business Judgment Rule
§ 23.7 Judicial Treatment of Specific Types of Defensive Maneuvers
§ 23.8 The Directors’ Role as Auctioneers—the “Revlon Moment”
Chapter 24. Federal and State Takeover Laws
§ 24.1 Federal Regulation of Takeovers
§ 24.2 Filing Requirements of Section 13(d)
§ 24.3 Definition of “Tender Offer”
§ 24.4 The Williams Act Requirements for Tender Offers
[1] Filing Requirements
[2] Commencement of the Tender Offer
[3] Schedule TO
[4] The Bidders’ Access to the Target Company’s Shareholders
[5] Withdrawal and Duration of Tender Offer
[6] Proration and “Best Price” Rules
[7] The “All Holders” Requirement
[8] Exemptions from Regulation 14D; Mini Tender Offers
§ 24.5 The Antifraud Provision—Section 14(e)
§ 24.6 Director Turnover and Williams Act Section 14(f)
§ 24.7 Remedies for Violations of Sections 13(d), 13(e), and 14(d)
§ 24.8 State Regulation of Tender Offers
Chapter 25. Amendments to the Corporate Charter
§ 25.1 Power to Authorize Fundamental Changes
§ 25.2 Constitutional Limitations—the Dartmouth College Case
§ 25.3 The Reservation of Power to Amend the Corporate Statute
§ 25.4 The Amendment Process
§ 25.5 Equitable Limitations on Changes in Outstanding Shares
§ 25.6 The Debate over Power to “Opt Out” of State Laws
Chapter 26. Voluntary Dissolution, Administrative Dissolution, and Winding Up
§ 26.1 Voluntary Dissolution Versus Informal Liquidation
§ 26.2 Statutory Authority for Voluntary Dissolution
§ 26.3 Equitable Limitations on Voluntary Dissolution
§ 26.4 Dissolution by Expiration of Stated Duration and Administrative Dissolution
§ 26.5 Grounds for Judicial Dissolution
§ 26.6 Winding up and Statutory Continuation of Existence After Dissolution
Table of Cases
Table of Statutes
Table of Regulations
Table of Rules
Index

James D. Cox, the Brainerd Currie Professor of Law, specializes in the areas of corporate and securities law. In addition to his texts, Financial Information, Accounting and the Law; Corporations and Other Business Organizations; Cases and Materials (with Eisenberg) and Securities Regulations Cases and Materials (with Hillman & Langevoort) and his multi-volume treatise Cox and Hazen on Corporations, he has published extensively in the areas of market regulation and corporate governance, and has testified before the U.S. House and Senate on insider trading, class actions, and market reform issues.

Cox’s memberships have included the American Law Institute, the ABA Committee on Corporate Laws, the NYSE Legal Advisory Committee, the NASD Legal Advisory Board, and the Fulbright Law Discipline Review Committee. In 2009, he was appointed to the Bipartisan Policy Center’s credit rating agency task force and most recently was a member of the Center’s Capital Market Task Force. Since 2009 he has been a member of the Standing Advisory Group for the Public Company Accounting Oversight Board. In 2001 he was awarded an Honorary Doctorate of Mercature from the University of Southern Denmark for his work in international securities law. Cox and Hazen on Corporations won the Association of American Publishers National Book Award for Best New Professional/Scholarly Legal Book for 1995. He served as a member of the corporate law drafting committees in California (1977-80) and North Carolina (1984-93).

Cox joined the Duke Law faculty in 1979 after teaching at the law schools of Boston University, the University of San Francisco, the University of California, Hastings College of the Law, and Stanford. During the 1988-89 academic year he was a Senior Research Fulbright Fellow at the University of Sydney. He earned his B.S. from Arizona State University and law degrees at the University of California, Hastings College of the Law (J.D.) and Harvard Law School (LL.M.)

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