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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.
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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.
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Author/Creator:Choper, Jesse H.
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Other Contributors/Collections:Coffee, John C., 1944-
Gilson, Ronald J., 1946-
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Published/Created:New York : Wolters Kluwer Law & Business, [2013]
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Holdings
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Location:LAW LIBRARY (level 3)Where is this?
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Call Number: KF1414 .C48 2013
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Number of Items:1
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Status:c.1 On loan - Due on 04-15-2024
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Location:LAW LIBRARY (level 3)Where is this?
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Library of Congress Subjects:Corporation law--United States.
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Genre/Form:Casebooks (Law)
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Edition:Eighth edition.
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Description:xxvi, 1170 pages : illustrations ; 26 cm.
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Series:Aspen casebook series.
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Notes:Includes index.
Includes bibliographical references and index.
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ISBN:9781454802969 (hbk. : alk. paper)
1454802960 (hbk. : alk. paper)
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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.