Corporations

This blog is going to be devoted to me trying to compile my knowledge for my classes this semester and trying out this software. I don't intend any of the information on here to be taken seriously or used in any manner as a reference. I welcome any comments of any kind especially anything related to mistakes errors or foolish reasoning.

Forming the corporation
Choice of Law-
The incorporation process
Defective incorporation
Piercing the corporate veil
Equitable subordination of loans to the corporation
Governance within the corporation
Dichotomy of Powers between Shareholders and board of directors
The Board of Directors
Formalities for Carrying on Business
Committees of the Board
Authority of Officers
Shareholder Voting
stockholder meetings
straight vs. cumulative voting
staggered and classified board of directors
Vacancies on the board of directors
Removal of directors
Close Corporations
Special needs and definitions
Super Voting and Super Quorum
Shareholder Voting Arrangements
Voting Trusts
Pooling Agreements
Agreements Among Directors
Close Corporation Statutes
Transfer Restrictions
Fiduciary Obligations in Close Corporations
Involuntary Dissolution
Proxy Rules
Revocable and Irrevocable Proxies
Federal Proxy Rules
Format and Filing restrictions
Proxy Defined
Misleading Proxy Solicitations
Dissidents Access
Shareholder Proposals
Duty of Care
Presumption of the Business Judgment Rule
Duty of Care
Regular Attendance
Reasonable Investigation
Rational Basis
Burdens of Proof
Criminal Violations
Duty of Loyalty
Good Faith Defined
Conflicts of interest
Executive Compensation
Usurpation of Corporate Opportunity
Defending Control
Controlling Stockholder Fiduciary Duties and Derrivative Suit
Defining and Excercising Control
Sale of Control
Sale of Corporate Office
Derivative Suit Procedures
Direct vs. Derivative Suit
Standing
Demand on Directors
Special Litigation Committee
Section 10b and rule 10b-5
Background for Understanding rule 10b-5
Jurisdictional reach
Deception Requirement
Materiality
Scienter
Causation
Damages
State regulation of insider trading
special facts doctrine
corporate recovery
Insider Trading under rule 10b-5
The Disclose vs Abstain Rule
Types of Defendants Defined
Insiders
Temporary Insiders
Misappropriators
Tippors and Tippees
Short Swing Profits under Section 16
Issuance of Shares, Regulation of Distributions and Acquisitions
Issuance of Shares
authorized shares
eligible forms of consideration
historic role of par value
fiduciary obligations in issuing shares
preemptive rights
distributions to shareholders
earned surplus and capital surplus test
model business corporation act
Equity Solvency Test
Delaware Impairment of Capital Test
Acquisitions
Distinction between merger and sale of Assets
Procedures for Mergers vs Sale of assets
Short form merger procedures
role of appraisal remedy
Federal Regulation of Tender Offers- WIlliams Act
Disclosure
Tender offer rules
anti fraud provision
Formation of Corporations
Articles of Incorporation
De Jure Corporations
Defective Formation
Bylaws
Pre-Incorporation Contracts
Foreign Corporations
Issuance of Stock
Subscription Agreements
Consideration
Watered Stock Liability
Preemptive Rights
Role of Directors and Officers
Election of Directors
Meetings of the Board
Role of the Board
Directors' Fiduciary Duties
Liability
Role of Officers
Indemnification
Role of Shareholders
Piercing the Corporate Veil
Derivative Litigation
Voting
Stock Transfer Restrictions
Right to Inspect Company's Books and Records,
Distributions
Fundamental Corporate Changes
Amendment of Articles of Incorporation
Mergers
Sale of Assets
Dissolution
Securities Law
State Law Liabilities
Rule 10b-5
Insider Trading
Federal Anti-speculation Rule