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    Cases and materials on corporations / Jesse H. Choper, University of California at Berkeley; John C. Coffee, Jr., Columbia University; Ronald J. Gilson, Columbia University and Stanford University.

    • Title:Cases and materials on corporations / Jesse H. Choper, University of California at Berkeley; John C. Coffee, Jr., Columbia University; Ronald J. Gilson, Columbia University and Stanford University.
    •    
    • Author/Creator:Choper, Jesse H.
    • Other Contributors/Collections:Coffee, John C., 1944-
      Gilson, Ronald J., 1946-
    • Published/Created:New York : Wolters Kluwer Law & Business, [2013]
    • Holdings

       
    • Library of Congress Subjects:Corporation law--United States.
    • Genre/Form:Casebooks (Law)
    • Edition:Eighth edition.
    • Description:xxvi, 1170 pages : illustrations ; 26 cm.
    • Series:Aspen casebook series.
    • Notes:Includes index.
      Includes bibliographical references and index.
    • ISBN:9781454802969 (hbk. : alk. paper)
      1454802960 (hbk. : alk. paper)
    • Contents:Machine generated contents note: I. Introduction
      A. Legal Character of the Corporation: Factors Influencing Choice of the Corporate Form
      B. Overview of This Casebook
      C. Scorecard of the Players: Public Corporations, Managers, Directors, and Shareholders
      1. Corporate Census
      2. Individual Participants
      D. History and Evolution of the Business Corporation
      1. Early American Experience
      Lawrence Friedman, A History of American Law
      2. Nineteenth-Century Efforts to Control the Corporation
      Lawrence Friedman, A History of American Law
      3. Twentieth-Century Developments
      a. "Race to the Bottom" Thesis
      b. Rise of Managerial Capitalism
      E. Economic Analysis of the Corporation
      1. Nature of the Firm and the Rise of the M-Form Corporation
      2. Managerial Discretion: The Debate over the Berle-Means Thesis
      3. Agency Cost Model
      F. Social Responsibility of the Corporation
      1. To Whom Do Fiduciary Duties Run?
      E. Merrick Dodd, For Whom Are Corporate Managers Trustees?
      Milton Friedman, The Social Responsibility of Business Is to Increase Its Profits
      American Law Institute, Principles of Corporate Governance-Objective and Conduct of the Corporation
      2. Rise of Corporate Constituency Statutes
      New York Business Corporation Law-Duty of Directors
      Connecticut Business Corporation Law - Board of Directors
      3. Objections to Constituency Statutes
      American Bar Association Committee on Corporate Laws, Report: Other Constituencies Statutes: Potential for Confusion
      4. Case for Constituency Statutes
      G. Global Perspective
      II. Basic Norms And Duties For Management Of Corporations
      A. Transaction of Corporate Business
      1. Introduction
      Model Business Corporation Act - Requirement For and Duties of Board of Directors
      2. Directors
      a. Formalities Required
      Model Business Corporation Act-Meetings
      b. Effect of Failure to Follow Requirements
      3. Officers
      a. Authority
      Menard, Inc. v. Dage-MTI, Inc.
      b. Ultra Vires Doctrine
      Real Estate Capital Corp. v. Thunder Corp.
      Ohio General Corporation Law-Authority of Corporation
      Model Business Corporation Act-Ultra Vires
      B. Managers' Responsibilities and Compensation
      1. Introduction
      2. Disinterested Conduct: Duty of Care
      Shlensky v. Wrigley
      Miller v. American Telephone & Telegraph Co.
      In re Walt Disney Co. Derivative Litigation
      Stone v. Ritter
      American Law Institute, Principles of Corporate Governance-Duty of Care of Directors and Officers; Business Judgment Rule
      3. Transactions in Which Directors, Officers, and Shareholders Have a Personal Interest: Duty of Loyalty
      a. Contracts with Interested Directors
      Cookies Food Products, Inc. v. Lakes Warehouse Distributing, Inc.
      New York Business Corporation Law-Interested Directors
      California General Corporation Law- Contracts in Which Director Has Material Financial Interest; Validity
      American Law Institute, Principles of Corporate Governance-Transactions with the Corporation
      b. Special Problems of Parent-Subsidiary
      Case v. New York Central R.R.
      Sinclair Oil Corp. v. Levien
      c. Compensation of Managers
      i. Salaries, Bonuses, Pensions
      Mlinarcik v. E.E. Wehrung Parking, Inc.
      ii. Stock Options
      New Mexico Business Corporation Act - Stock Rights and Options
      Seidman v. Clifton Savings Bank, S.L.A.
      d. Corporate Opportunities and Competition with the Corporation
      Irving Trust Co. v. Deutsch
      Rapistan Corp. v. Michaels
      Burg v. Horn
      American Law Institute, Principles of Corporate Governance - Taking of Corporate Opportunities by Directors or Senior Executives
      Model Business Corporation Act - Business Opportunities
      III. Introduction To Corporate Finance
      A. Valuation: How Are Financial Assets Valued?
      1. Valuation Under Certainty: Present Value and the Time Value of Money
      William A. Klein & John C. Coffee, Jr., Business Organization and Finance
      2. Valuation Under Uncertainty: Risk and Diversification
      a. Expected Value
      b. Risk
      c. Diversification
      d. Capital Asset Pricing Model
      3. Efficient Capital Market Hypothesis
      Kamin v. American Express Company
      B. Capital Structure: Does the Ownership Structure of a Corporation Affect Its Value?
      1. Survey of Financial Assets
      a. Common Stock
      b. Debt
      c. Preferred Stock
      d. Warrants
      e. Hybrid Financial Assets
      2. Why Capital Structure Should Not Affect the Value of the Corporation: The Miller-Modigliani Irrelevance Proposition
      3. Why Capital Structure May Affect Firm Value
      a. Taxes
      b. Information Content of Capital Structure
      c. Disciplinary Effect of Debt
      d. Bankruptcy Costs
      C. Opportunism Among the Holders of Financial Claims: Option Pricing
      1. Basic Structure of Put and Call Options
      2. Determinants of Option Value
      a. Current Value of the Underlying Asset
      b. Exercise Price
      c. Time Value of Money
      d. Variability in the Value of the Underlying Asset
      e. Time Remaining Until Expiration
      3. Modes of Opportunistic Behavior Among Holders of Financial Assets
      a. Increasing the Riskiness of the Corporation's Investments
      b. Increasing the Firm's Leverage by Withdrawing Funds
      c. Increasing the Value of the Option by Extending Its Term
      D. Protection Against Intracorporate Opportunism
      1. Weak Protection: The Statutory Legal Capital Structure
      2. Fraudulent Conveyance Law
      3. Contractual Protection: Bond Covenants
      a. Investment Activity Covenants
      b. Capital Structure Covenants
      c. Dividend and Stock Repurchase Covenants
      4. Fiduciary Duty and the Covenant of Good Faith and Fair Dealing
      Credit Lyonnais Bank Nederland, N.V. v. Pathe Communications Corp.
      IV. Forming The Corporation
      A. Selection of State of Incorporation
      B. Compliance with State Requirements
      1. Preparation of Documents
      Delaware General Corporation Law - How Corporation Formed
      2. Meeting Statutory Formalities
      3. "Domestication" of Foreign Corporations
      C. Defective Incorporation
      Thompson & Green Machinery Co. v. Music City Lumber Co.
      Delaware General Corporation Law-Defective Organization of Corporation as a Defense
      Model Business Corporation Act - Liability for Preincorporation Transactions
      Sulphur Export Corp. v. Carribean Clipper Lines, Inc.
      Ohio General Corporation Law - Liability for Nonpayment of Initial Stated Capital
      D. Disregarding the Corporate Entity
      Perpetual Real Estate Services, Inc. v. Michaelson Properties, Inc.
      Kinney Shoe Corp. v. Polan
      Texas For-Profit Corporations Code-Limitation of Liability for Obligations
      Walkovsky v. Carlton
      Fletcher v. Atex, Inc.
      Bartle v. Home Owners Cooperative
      Stone v. Eacho
      E. Pre-Formation Transactions
      1. Liability of the Corporation for Debts of Its Predecessor
      Tift v. Forage King Industries, Inc.
      J. F. Anderson Lumber Co. v. Myers
      Model Business Corporation Act - Known Claims Against Dissolved Corporation
      2. Promoters' Contracts
      a. Introduction
      b. Liability of the Corporation
      Kridelbaugh v. Aldrehn Theatres Co.
      c. Liability of the Promoters
      Sherwood & Roberts-Oregon, Inc. v. Alexander
      How & Associates, Inc. v. Boss
      V. Corporate Disclosure And Securities Fraud
      A. Introduction
      B. Disclosure System
      1. Securities Act of 1933
      2. Securities Exchange Act of 1934
      3. "Blue Sky" Regulation
      4. Disclosure Requirements of Self-Regulatory Organizations
      5. When Does the Disclosure Obligation Arise?
      Financial Industrial Fund, Inc. v. McDonnell Douglas Corp.
      Basic, Inc. v. Levinson
      Backman v. Polaroid Corp.
      C. Civil Liability
      1. Common Law Remedies
      2. Blue Sky Statutes
      3. Fiduciary Duty of Disclosure
      Malone v. Brincat
      4. Federal Law: Express Actions
      5. Federal Law: Implied Civil Liabilities
      a. Origin of Rule 10b-5
      Securities Exchange Act of 1934, Section 10
      b. Rationale and Scope of Implied Liabilities
      J. I. Case Co. v. Borak
      c. Elements of a Cause of Action Under Rule 10b-5
      i. Standing Under Rule 10b-5: Limiting the Plaintiff Class
      Blue Chip Stamps v. Manor Drug Stores
      ii. Materiality
      Matrixx Initiatives, Inc. v. Siracusano
      Virginia Bankshares, Inc. v. Sandberg
      iii. Causation
      Affiliated Ute Citizens v. United States
      Basic, Inc. v. Levinson
      Dura Pharmaceuticals, Inc. v. Broudo
      iv. Scienter
      Ernst & Ernst v. Hochfelder
      Tellabs, Inc. v. Makor Issues & Rights, Ltd.
      v. Damages
      Mitchell v. Texas Gulf Sulphur Co.
      vi. Statute of Limitations Applicable to Rule 10b-5
      vii. Contribution
      d. Policy Dilemma Surrounding Securities Class Actions
      Empirical Evidence: A Complex Thicket
      e. Response of the Private Securities Litigation Reform Act of 1995
      f. Impact of the 1995 Act
      g. Transactions Not Covered by the Rule
      i. Corporate Mismanagement
      Superintendent of Insurance v. Bankers Life & Casualty Co.
      Santa Fe Industries, Inc. v. Green
      Goldberg v. Meridor
      ii. Aiding and Abetting
      Central Bank of Denver v. First Interstate Bank of Denver
      Janus Capital Group v. First Derivative Traders
      D. Insider Trading
      1. Rule 10b-5 and Insider Trading
      a. Rationale and Scope of the Prohibition
      In the Matter of Cady, Roberts & Co.
      b. Harms from Insider Trading
      i. Corporate Harm
      ii. Allocational Efficiency and the Injury of Delayed Disclosure
      iii. Investor Injury
      Contents note continued: c. "Benefits" of Insider Trading
      d. Enforceability of the Prohibition
      Dirks v. SEC
      e. Selective Disclosure and Regulation FD
      Regulation FD, Section 100
      f. Misappropriation Theory
      United States v. O'Hagan
      g. Insider Trading and the Remote Tippee
      United States v. Chestman
      h. Causation and Damages in Insider Trading Cases
      Elkind v. Liggett & Myers, Inc.
      2. Section 16(b) and "Short Swing" Profits
      Securities Exchange Act of 1934: Directors, Officers, and Principal Stockholders, Section 16
      a. Who Is Covered?
      Merrill Lynch, Pierce, Fenner & Smith, Inc. v. Livingston
      CBI Industries, Inc. v. Horton
      Reliance Electric Co. v. Emerson Electric Co.
      b. Definition of "Purchase or Sale"
      Kern County Land Co. v. Occidental Petroleum Corp.
      3. Common Law Liability to the Corporation
      Diamond v. Oreamuno
      Freeman v. Decio
      VI. Voting And Corporate Control
      A. Overview: Voting and "Shareholder Democracy"
      B. Substantive Law of Shareholder Voting
      1. Who Votes?
      Delaware General Corporation Law-Classes and Series of Stock
      Delaware General Corporation Law - Voting, Inspection, and Other Rights of Debenture Holders
      Frank Easterbrook & Daniel Fischel, Voting in Corporate Law
      2. What Vote Is Required?
      3. When Should a Shareholder Vote Be Required?
      a. Shareholder Power of Initiative?
      b. Timing
      Hilton Hotels Corp. v. ITT Corp.
      c. Evasions of the Voting Requirement
      Hilton Hotels Corporation v. ITT Corp.
      4. What Voting Power Should a Share Carry? Rule 19c-4 and the "One Share, One Vote" Controversy
      a. New York Stock Exchange's Policy
      Voting Rights Listing Standards - Proposed Disenfranchisement Rule
      b. SEC Response and Judicial Reaction
      c. Coercion and State Law Limitations
      Lacos Land Co. v. Arden Group, Inc.
      5. Vote Buying
      New York Business Corporation Law-Proxies
      Schreiber v. Carney
      C. Voting Procedures
      1. Record Dates
      2. Proxies
      3. "Street Name" Ownership
      4. Inspector of Elections
      5. Stockholder Consents
      Delaware General Corporation Law - Consent in Lieu of Meeting
      Datapoint Corp. v. Plaza Securities Co.
      D. Proxy Contest Expenses
      Rosenfeld v. Fairchild Engine & Airplane Corp.
      E. Special Voting Systems: Cumulative, Class, and Supermajority Voting
      1. Cumulative Voting
      a. Evasions
      b. Cumulative Voting and the Removal of Directors
      c. Pros and Cons of Cumulative Voting
      d. Cumulative Voting in Practice
      2. Class Voting
      New York Business Corporation Law - Class Voting on Amendment
      a. Is Coercion Still Possible?
      b. Ambiguities
      c. Mergers
      3. Supermajority Voting
      Revised Model Business Corporation Act - Greater Quorum or Voting Requirements
      F. Removal and Vacancies
      1. Directors
      Delaware General Corporation Law - Board of Directors
      2. Filling Board Vacancies
      New York Business Corporation Law-Newly Created Directorships and Vacancies
      3. Removal of Officers
      New York Business Corporation Law-Removal of Officers
      G. Judicial Supervision of Election Contests
      Schnell v. Chris-Craft Industries, Inc.
      Stroud v. Grace
      MM Companies, Inc. v. Liquid Audio, Inc.
      Mercier v. Inter-Tel, Inc.
      H. Shareholders' Right of Inspection
      Delaware General Corporation Law-Inspection of Books and Records
      Seinfeld v. Verizon Communications, Inc.
      I. Federal Law
      Securities Exchange Act of 1934: Proxies, Section 14
      1. Solicitations to Which Rules Apply
      Securities Exchange Act Release No. 34-31326
      2. Reform of the Nomination and Election Process
      a. Access to the Proxy Statement
      b. "Say-on-Pay" Votes
      c. Curbing Broker Votes
      3. Information Required to Be Furnished
      a. Executive Compensation
      b. Annual Report
      c. Soliciting Materials and Preliminary Review
      4. Requirements as to Proxy
      Rule 14a-4-Requirements as to Proxy
      5. Mailing Communications for Security Holders
      6. Shareholder Proposals
      Medical Committee for Human Rights v. SEC
      American Federation of State, County & Municipal Employees, Employees Pension Plan v. American International Group, Inc.
      CA, Inc. v. AFSCME Employees Pension Plan
      7. Antifraud Liability
      Rule 14a-9-False or Misleading Statements
      8. Causation
      Mills v. Electric Auto-Lite Co.
      Virginia Bankshares, Inc. v. Sandberg
      VII. Business Organization For The Smaller Enterprise: Partnerships, Close Corporations, Limited Liability Companies, And Other Non-Corporate Forms
      A. Introduction
      B. Partnerships
      1. Nature of Partnership: Aggregate or Entity?
      Fairway Development v. Title Ins. Co. of Minnesota
      2. Formation
      Vohland v. Sweet
      3. Powers of Partners
      4. Liabilities of Partners
      5. Partnership Governance
      6. Fiduciary Duties
      Meinhard v. Salmon
      7. Partnership Dissolution
      C. Close Corporations
      1. Restrictions on Transfer of Shares
      Allen v. Biltmore Tissue Corp.
      Delaware General Corporation Law - Restriction on Transfer of Securities
      2. Special Agreements Allocating Authority
      a. Shareholder Agreements Respecting Election of Directors
      Revised Model Business Corporation Act - Greater Quorum or Voting Requirements
      Ringling v. Ringling Bros.-Barnum & Bailey Combined Shows, Inc.
      b. Voting Trusts
      Abercrombie v. Davies
      Delaware General Corporation Law - Voting Trusts
      c. Agreements Respecting Actions of Directors
      McQuade v. Stoneham
      New York Business Corporation Law - Greater Requirement as to Quorum and Vote of Directors
      Clark v. Dodge
      New York Business Corporation Law - Control of Directors
      Maryland General Corporation Law - Unanimous Stockholders' Agreement
      d. Directors' Delegation of Management Authority
      Pioneer Specialties, Inc. v. Nelson
      3. Resolution of Disputes and Deadlocks
      a. Arbitration
      b. Protecting the Minority in the Absence of a Shareholder Agreement: Judicial Imposition of a Fiduciary Duty on the Majority
      Wilkes v. Springside Nursing Home, Inc.
      McLaughlin v. Schenck
      c. Receivers, Provisional Directors, or Custodians
      Delaware General Corporation Law-Appointment of Custodian or Receiver
      Giuricich v. Emtrol Corp.
      d. Dissolution and Oppression
      Nelkin v. H.J.R. Realty Corp.
      Meiselman v. Meiselman
      D. Limited Partnerships
      1. Formation
      2. Control and Liability
      3. Fiduciary Duty
      a. Contractual Amendment of the General Partner's Fiduciary Duty
      b. Who Owes the Fiduciary Duty?
      E. Limited Liability Companies
      1. Tax Advantages
      2. Organization, Structure, and Terminology
      Westec v. Lanham and Preferred Income Investors, LLC
      3. What Is a Limited Liability Company?
      a. Piercing the Veil of an LLC
      Bastan v. RJM & Associates, LLC
      b. Scope of Fiduciary Duties
      c. Fiduciary Duty and the Problem of the Default Rule
      Auriga Capital Corporation v. Gatz Properties, LLC
      Myron T. Steele, Freedom of Contract and Default Contractual Duties in Delaware Limited Partnerships and Limited Liability Companies
      d. Miscellaneous Categorization Problems
      F. Limited Liability Partnerships
      G. Entity Rationalization and the Proliferation of Organizational Forms
      VIII. Shareholders' Suits
      A. Introduction
      Federal Rules of Civil Procedure 23.1 - Derivative Actions by Shareholders
      B. Exhaustion of Internal Remedies
      1. Demand on Directors
      Marx v. Akers
      2. Board's Authority to Terminate the Suit
      Levine v. Smith
      Zapata Corp. v. Maldonado
      Alford v. Shaw
      Model Business Corporation Act - Dismissal
      American Law Institute, Principles of Corporate Governance-Dismissal of a Derivative Action
      3. Demand on Shareholders
      Mayer v. Adams
      C. Qualifications of Plaintiff Shareholder
      California General Corporation Law
      American Law Institute, Principles of Corporate Governance-Standing to Maintain a Derivative Action
      Courtland Manor, Inc. v. Leeds
      Goldie v. Yaker
      D. Security for Expenses
      Donner Management Co. v. Schaffer
      New Jersey Business Corporation Act-Actions by Shareholders
      E. Defending Against Derivative Suits
      1. Conflicting Interests of Defendants
      Patrick v. Alacer Corp.
      2. Conflicting Interests of Defendants' Counsel
      Cannon v. U.S. Acoustics Corp.
      F. Dismissal, Discontinuance, and Settlement
      New York Business Corporation Law-Shareholders' Derivative Action
      G. Characterization of the Suit
      1. Derivative or Direct
      Grimes v. Donald
      2. Special Circumstances in Derivative Suits
      Barth v. Barth
      H. Reimbursement of Plaintiff's Expenses
      In re Wachovia Shareholders Litigation
      I. Indemnification of Defendants
      Waltuch v. Conticommodity Services, Inc.
      Baker v. Health Management Systems, Inc.
      Ridder v. CityFed Financial Corp.
      IX. Corporate Acquisitions, Takeovers, And Control Transactions
      A. Introduction
      1. Transactional Techniques: Allocation of Decision Authority for Control Transactions
      2. Types of Control Transactions and Their Regulation
      3. Public Policy and Corporate Control Transactions: The Stakeholder Debate
      B. Hostile Transactions
      1. Early Doctrine
      Cheff v. Mathes
      2. Demand for and Supply of Defensive Tactics
      a. Charter and Bylaw Provisions
      b. Poison Pill Plans
      c. Effect on Shareholder Wealth
      3. Adoption and Early Development of Proportionality Review
      Unocal Corp. v. Mesa Petroleum Co.
      Contents note continued: 4. Time-Warner Case
      Paramount Communications, Inc. v. Time Incorporated
      Unitrin, Inc. v. American General Corp.
      C. Friendly Transactions
      Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc.
      1. Revlon's Substantive Obligations
      a. Information Requirement
      b. Structuring the Transaction
      2. What Triggers Revlon?
      Paramount Communications, Inc. v. Time Inc. (Del. Ch.)
      Paramount Communications, Inc. v. Time Inc. (Del.)
      Paramount Communications, Inc. v. QVC Network, Inc.
      3. Revlon Review in Practice
      In re Toys "R" Us, Inc., Shareholder Litigation
      4. What Is the Standard of When Revlon Is Not Triggered?
      Ace Limited v. Capital Re Corp.
      Omnicare, Inc. v. NCS Healthcare, Inc.
      D. Sale of Control at a Premium
      Perlman v. Feldmann
      Mendel v. Carroll
      In re Digex Shareholders Litigation
      E. Federal Regulation of Takeovers
      1. Regulation of the Bidder
      a. Overview of the Williams Act
      b. What Is a Tender Offer?
      c. Disclosure
      2. Regulation of the Target
      a. Mandatory Disclosure: Schedule 14D-9
      b. Disclosure of Negotiations in Tender Offers
      c. Issuer Repurchases
      F. Freeze-out Mergers
      1. Introduction: The History of the Conflict
      2. Current Framework: Entire Fairness
      Weinberger v. UOP, Inc.
      3. Fair Price
      4. Fair Dealing
      Kahn v. Lynch Communication Systems, Inc.
      5. Using a Tender Offer to Avoid Entire Fairness
      In re CNX Gas Corporation Shareholders Litigation
      G. State Takeover Regulation
      Delaware General Corporation Law-Business Combinations with Interested Stockholders
      CTS Corp. v. Dynamics Corp. of America
      H. Public Policy and Corporate Control Transactions: The Stakeholder Debate.
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