Corporations Examples and Explanations Second Edition - Lewis D. Solomon ^ Alan R. Palmiter - Second - 1994 - Paperback - Little, Brown & Company Limited

Corporations Examples and Explanations Second Edition

THE LITTLE, BROWN EXAMPLES AND EXPLANATIONS SERIES
The perfect way to help you prepare for class or review for exams, this manageable and accessible paperback allow you to learn and test your understanding of the key concepts of your course with:

* clearly written text
* carefully constructed, questions
* explanations


Contents

Chapter 01. Introduction to Corporate Law
Chapter 02. Formation of the Corporation
Chapter 03. Financial Structure of the Corporation
Chapter 04. The Structure of Corporate Governance
Chapter 05. Management of the Closely Held Corporation
Chapter 06. Shareholder Action in Public Corporation
Chapter 07. Fiduciary Duties of Management and Controlling Shareholders
Chapter 08. Dealing in Securities
Chapter 09. Shareholder Litigation
Chapter 10. Organic Changes
Chapter 11. Takeover Contests

... and More!

For many students corporate law is a cold, uninviting mystery. Notions such as debt / equity ratios, stock markets, bylaws, leveraged buyouts, and cumulative preferred stock cause many to freeze.

In addition to its unfamiliar business setting, corporate law presents a jumble of topics from the first year of law school - some civil procedure, a good dose of contracts and agency, tort concepts in the form of fiduciary rules, a bit of constitutional and property law, and even some criminal law. The methods of analysis are equally varied - pervasive statutory interpretation, heavy case synthesis, moderate regulatory analysis, and goodly policy debates.

Although the corporations casebooks increasingly show sympathy to the student's plight, they often still fail to offer a context: What problems do the statutory rules address? How do the cases fit with the statutes? What are the underlying social and business issues?

This book is meant to help students understand the workings of corporate law and the nature of the legal relationships among the corporate constituents. It covers the areas of the standard corporations and business organizations casebooks but is neither a study outline nor a treatise.

Our purpose is to provide a context for the cases and the statutes and an opportunity for students to probe their own understanding. Textual material offers an analytical framework, and follow-up examples and explanations reinforce and illuminate the text.

Further, the book covers some topics that professors often gloss over in class, such as the ultra vires doctrine, the legal capital regime, the public offering of securities, the common law of insider trading, the disgorgement of short-swing insider profits, merger and appraisal procedures, and federal tender offer regulation.

We have strived to make the book accessible to students without a business background. Students will find that reading the relevant chapter and writing out answers to the questions, before comparing their answers to ours, will go a long way in helping prepare for class and for the exam.