Forms of business association : definitions and distinctions -- The evolution of corporations in England and America -- The incorporation process -- The scope of the authorized business and duties to other constituencies -- The promotion of the corporation -- Defective formation of corporations and revival of existence -- The separate corporate entity : privilege and its limitations : piercing the corporate veil -- Powers of officers and agents; tort and criminal liability of corporations : criminal liability of officers and directors -- Functions and powers of directors -- Directors' and officers' duties of care and loyalty -- Fiduciary duties for executive compensation, corporate opportunities, and controlling stockholders -- Obligations arising out of transactions in shares -- Rights and powers of shareholders: inspection rights, voting, and proxies -- Closely held entities -- The derivative suit -- Issuance of shares -- Liability for watered, bonus, and underpaid shares -- Capital structure, preferences, and classes of securities -- Accounting statements and dividend law -- Dividend distributions: rights, restrictions, and liabilities -- Repurchases, redemptions and the reduction of capital -- Corporate combinations -- Equitable limits on acquisitions and defensive maneuvers -- Federal and state takeover laws -- Amendments to the corporate charter -- Voluntary dissolution, administrative dissolution, and winding up -- Investor protection: state and federal securities regulation. |