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The Law Of Corporations And Companies
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Book Synopsis The Law of Corporations and Other Business Organizations by : Angela Schneeman
Download or read book The Law of Corporations and Other Business Organizations written by Angela Schneeman and published by Cengage Learning. This book was released on 2012-03-05 with total page 832 pages. Available in PDF, EPUB and Kindle. Book excerpt: Other Delmar publications include: Paralegals in American Law; Paralegal Careers; Paralegal Ethics; and Pocket Guide to Legal Ethics.
Book Synopsis The Law of Corporations and Other Business Organizations by : Angela Schneeman
Download or read book The Law of Corporations and Other Business Organizations written by Angela Schneeman and published by Cengage Learning. This book was released on 2012-03-12 with total page 832 pages. Available in PDF, EPUB and Kindle. Book excerpt: THE LAW OF CORPORATIONS AND OTHER BUSINESS ORGANIZATIONS, 6th Edition deciphers the complex substantive and procedural laws surrounding U.S. business entities today. Focusing on corporations, sole proprietorships, partnerships, limited liability partnerships, and limited liability entities, the text explains the law and the theory behind the law while providing practical information that the paralegal can use on the job. Financial structures, securities regulations, mergers, and bankruptcy round out the legal discussions, along with special attention paid to the Uniform Acts and Model Business Corporation Act as revised through 2007, which is the basis for most state business corporation acts in the United States. Special features include cites for state statutes, excerpted cases, sample documents, paralegal profiles, chapter summaries, end-of-chapter exercises, practical advice, and much more. Important Notice: Media content referenced within the product description or the product text may not be available in the ebook version.
Book Synopsis Research Handbook on the History of Corporate and Company Law by : Harwell Wells
Download or read book Research Handbook on the History of Corporate and Company Law written by Harwell Wells and published by Edward Elgar Publishing. This book was released on 2018-02-23 with total page 653 pages. Available in PDF, EPUB and Kindle. Book excerpt: Understanding the corporation means understanding its legal framework, but until recently the origins and evolution of corporate law have received relatively little attention. The topical chapters featured in this Research Handbook, contributed by leading scholars from around the world, examine the historical development of corporation and business organization law in the Americas, Europe, and Asia from the ancient world to modern times, providing an invaluable resource for both further historical research and scholars seeking the origins of present-day issues.
Book Synopsis The Law of Corporations in a Nutshell by : Robert W. Hamilton
Download or read book The Law of Corporations in a Nutshell written by Robert W. Hamilton and published by . This book was released on 1991 with total page 570 pages. Available in PDF, EPUB and Kindle. Book excerpt: The Corporation in Perspective; Unincorporated Business Forms; Formation of Corporations; Limited Role of Ultra Vires; Preincorporation Transactions; "Piercing the Corporate Veil" and Related Problems; Financing the Corporation; Distribution of Powers Within a Corporation; Special Problems; Shares and Shareholders; Directors; Officers; Closely Held Corporation; Publicly Held Corporation; Duties of Directors, Shareholders and Officers; Indemnification and Insurance; Shareholder's Suits; Class Action Suits; Dividends, Distributions and Redemptions; Inspection of Books and Records; Organic Changes; Amendments, Mergers and Dissolution.
Book Synopsis The Economic Structure of Corporate Law by : Frank H. Easterbrook
Download or read book The Economic Structure of Corporate Law written by Frank H. Easterbrook and published by Harvard University Press. This book was released on 1996 with total page 386 pages. Available in PDF, EPUB and Kindle. Book excerpt: This text argues that the rules and practices of corporate law mimic contractual provisions that parties involved in corporate enterprise would reach if they always bargained at zero cost and flawlessly enforced their agreements. It states that corporate l
Book Synopsis Business Organizations and Corporate Law by : Neal R. Bevans
Download or read book Business Organizations and Corporate Law written by Neal R. Bevans and published by Cengage Learning. This book was released on 2006-07-19 with total page 744 pages. Available in PDF, EPUB and Kindle. Book excerpt: Business Organizations and Corporate Law is a text designed for the paralegal student. The unique perspective of this text was created specifically with the student in mind and focuses on being reader-friendly and paralegal centered. There is a strong emphasis on the role of the paralegal in helping to create different business organizations, and the focus is on building a strong foundation on theory followed up with reinforcing practical examples and applications. There are learning objectives at the beginning of each chapter to clarify the goal of the chapter, and important terms are bolded and defined upon first use in order to highlight legal terminology. Ethical blocks were created to encourage discussion of ethical issues throughout the text, and there are many case excerpts included to lead to a more thorough exploration of business law issues. Not only are the various models of business organizations explored, but also the critical role played by the paralegal and the legal team in creating and maintaining those organizations. This along with a clear balance between theory and application as well as multiple learning tools, makes Business Organizations and Corporate Law the ideal text and reference. Important Notice: Media content referenced within the product description or the product text may not be available in the ebook version.
Book Synopsis The Anatomy of Corporate Law by : Reinier Kraakman
Download or read book The Anatomy of Corporate Law written by Reinier Kraakman and published by Oxford University Press. This book was released on 2017-01-19 with total page 305 pages. Available in PDF, EPUB and Kindle. Book excerpt: This is the long-awaited third edition of this highly regarded comparative overview of corporate law. This edition has been comprehensively revised and updated to reflect the profound changes in corporate law and governance practices that have taken place since the previous edition. These include numerous regulatory changes following the financial crisis of 2007-09 and the changing landscape of governance, especially in the US, with the ever more central role of institutional investors as (active) owners of corporations. The geographic scope of the coverage has been broadened to include an important emerging economy, Brazil. In addition, the book now incorporates analysis of the burgeoning use of corporate law to protect the interests of "external constituencies" without any contractual relationship to a company, in an attempt to tackle broader social and economic problems. The authors start from the premise that corporations (or companies) in all jurisdictions share the same key legal attributes: legal personality, limited liability, delegated management, transferable shares, and investor ownership. Businesses using the corporate form give rise to three basic types of agency problems: those between managers and shareholders as a class; controlling shareholders and minority shareholders; and shareholders as a class and other corporate constituencies, such as corporate creditors and employees. After identifying the common set of legal strategies used to address these agency problems and discussing their interaction with enforcement institutions, The Anatomy of Corporate Law illustrates how a number of core jurisdictions around the world deploy such strategies. In so doing, the book highlights the many commonalities across jurisdictions and reflects on the reasons why they may differ on specific issues. The analysis covers the basic governance structure of the corporation, including the powers of the board of directors and the shareholder meeting, both when management and when a dominant shareholder is in control. It then analyses the role of corporate law in shaping labor relationships, protection of external stakeholders, relationships with creditors, related-party transactions, fundamental corporate actions such as mergers and charter amendments, takeovers, and the regulation of capital markets. The Anatomy of Corporate Law has established itself as the leading book in the field of comparative corporate law. Across the world, students and scholars at various stages in their careers, from undergraduate law students to well-established authorities in the field, routinely consult this book as a starting point for their inquiries.
Book Synopsis Corporate Law and the Theory of the Firm by : Wm. Dennis Huber
Download or read book Corporate Law and the Theory of the Firm written by Wm. Dennis Huber and published by Routledge. This book was released on 2020-04-08 with total page 188 pages. Available in PDF, EPUB and Kindle. Book excerpt: Dozens of judicial opinions have held that shareholders own corporations, that directors are agents of shareholders, and even that directors are trustees of shareholders’ property. Yet, until now, it has never been proven. These doctrines rest on unsubstantiated assumptions. In this book the author performs a rigorous, systematic analysis of common law, contract law, property law, agency law, partnership law, trust law, and corporate statutory law using judicial rulings that prove shareholders do not own corporations, that there is no separation of ownership and control, directors are not agents of shareholders, and shareholders are not investors in corporations. Furthermore, the author proves the theory of the firm, which is founded on the separation of ownership and control and directors as agents of shareholders, promotes an agenda that wilfully ignores fundamental property law and agency law. However, since shareholders do not own the corporation, and directors are not agents of shareholders, the theory of the firm collapses. The book corrects decades of confusion and misguided research in corporate law and the economic theory of the firm and will allow readers to understand how property law, agency law, and economics contradict each other when applied to corporate law. It will appeal to researchers and upper-level and graduate students in economics, finance, accounting, law, and sociology, as well as attorneys and accountants.
Book Synopsis Abuse of Companies by : Hanne S. Birkmose
Download or read book Abuse of Companies written by Hanne S. Birkmose and published by Kluwer Law International B.V.. This book was released on 2019-09-05 with total page 532 pages. Available in PDF, EPUB and Kindle. Book excerpt: Whether the corporate form is used to avoid liabilities or cover illegal acts, or whether abuse is practised to obtain certain advantages, the subject of this first-ever in-depth survey and analysis garners more attention every day – both in legal literature and in popular media. Taken together, the authoritative contributions in this book clearly and comprehensively reveal typical situations where abuse may take place and how company law and other areas of law have tackled these incidents and practices in a variety of key jurisdictions. Focusing on Europe but with global implications, the topics raised include the following: how group structures may be used by multinational enterprises to escape regulation and avoid taxation; whether the decision to incorporate a company in a particular jurisdiction may be abusive; companies set up for the purpose of money laundering; letterbox companies formed as a front to allow a company to benefit from one legal regime and avoid others; ex post transfers of seats such as cross-border mergers and conversions; when the use of phoenix companies may constitute an abuse of the corporate form; how corporate mobility is used to circumvent worker participation; and how online company formation and technological innovation may foster abuse. This book helps to explain how the line is drawn between abuse and (creative) use of the corporate form. Remedies covered include restricting the use of bearer shares, setting minimum capital requirements, piercing the corporate veil, ensuring transparency of beneficial ownership, using insolvency law to lodge claims against directors and shareholders and recover assets, and applying the general principle prohibiting abuse. There is no other book on the market focusing on abuse of companies and giving such a comprehensive analysis of the topic. Practitioners will get guidelines on how to avoid becoming involved in activities that may constitute abuse and how to address instances where abuse has occurred, and interested academics, legislators, and enforcement authorities in Europe and beyond will find this book’s perspectives invaluable.
Book Synopsis Michigan Corporation Law & Practice, Revised Edition by : Moscow
Download or read book Michigan Corporation Law & Practice, Revised Edition written by Moscow and published by Wolters Kluwer Law & Business. This book was released on 2020-12-17 with total page 847 pages. Available in PDF, EPUB and Kindle. Book excerpt: Michigan Corporation Law & Practice is the authoritative research tool covering all aspects of Michigan corporate law and practice. It provides clear, reliable guidance to the laws, legislative history, and major case holdings. This complete guide provides a thorough background to the Michigan Business Corporation Act, including discussion of the process by which the corporate entity is created, governed, and ultimately terminated. The text also discusses the closely related Michigan Limited Liability Company Act. The 2021 revision of Michigan Corporation Law & Practice edits and updates the previous edition. Many sections are reorganized for clarity and accessibility. The text includes expanded coverage of limited liability companies. The revised edition reflects: Court decisions applying Michigan law to corporations and limited liability companies relating to: Shareholder oppression. Fiduciary duty. Derivative actions. Director duties. Interested director transactions. Valuation. Delaware developments relevant to Michigan law: Permitted charter and bylaw provisions. Fiduciary duties of directors. Fiduciary duties of limited liability company managers. Inspection of books and records. Appraisal rights. Internal affairs doctrine. Note: Online subscriptions are for three-month periods.
Book Synopsis Corporate Law by : Stephen M. Bainbridge
Download or read book Corporate Law written by Stephen M. Bainbridge and published by . This book was released on 2015 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: Many students find their Corporation Law class difficult because they do not understand the transactions giving rise to those cases. As with its predecessors, this third edition is intended to assist students by not only restating the law but also by putting the law into its business and financial context. The pedagogy is up-to-date, with a strong emphasis on the doctrinal issues taught in today's Corporations classes. The text is highly readable: The style is simple, direct, and reader-friendly. Even when dealing with complicated economic or financial issues, the text seeks to make those issues readily accessible. This new edition brings the material up-to-date with complete coverage of developments in both state corporate law and federal securities law.
Book Synopsis We the Corporations: How American Businesses Won Their Civil Rights by : Adam Winkler
Download or read book We the Corporations: How American Businesses Won Their Civil Rights written by Adam Winkler and published by Liveright Publishing. This book was released on 2018-02-27 with total page 384 pages. Available in PDF, EPUB and Kindle. Book excerpt: A landmark exposé and “deeply engaging legal history” of one of the most successful, yet least known, civil rights movements in American history (Washington Post). In a revelatory work praised as “excellent and timely” (New York Times Book Review, front page), Adam Winkler, author of Gunfight, once again makes sense of our fraught constitutional history in this incisive portrait of how American businesses seized political power, won “equal rights,” and transformed the Constitution to serve big business. Uncovering the deep roots of Citizens United, he repositions that controversial 2010 Supreme Court decision as the capstone of a centuries-old battle for corporate personhood. “Tackling a topic that ought to be at the heart of political debate” (Economist), Winkler surveys more than four hundred years of diverse cases—and the contributions of such legendary legal figures as Daniel Webster, Roger Taney, Lewis Powell, and even Thurgood Marshall—to reveal that “the history of corporate rights is replete with ironies” (Wall Street Journal). We the Corporations is an uncompromising work of history to be read for years to come.
Book Synopsis Corporate Law by : STEPHEN M. BAINBRIDGE
Download or read book Corporate Law written by STEPHEN M. BAINBRIDGE and published by Foundation Press. This book was released on 2020-08-21 with total page 585 pages. Available in PDF, EPUB and Kindle. Book excerpt: Many students find their Corporation Law class difficult because they do not understand the transactions giving rise to those cases. As with its predecessors, this third edition is intended to assist students by not only restating the law but also by putting the law into its business and financial context. The pedagogy is up-to-date, with a strong emphasis on the doctrinal issues taught in today's Corporations classes. The text is highly readable: The style is simple, direct, and reader-friendly. Even when dealing with complicated economic or financial issues, the text seeks to make those issues readily accessible. This new edition brings the material up-to-date with complete coverage of developments in both state corporate law and federal securities law.
Book Synopsis The Anatomy of Corporate Law by : Reinier Kraakman
Download or read book The Anatomy of Corporate Law written by Reinier Kraakman and published by OUP Oxford. This book was released on 2009-07-23 with total page 578 pages. Available in PDF, EPUB and Kindle. Book excerpt: This is the long-awaited second edition of this highly regarded comparative overview of corporate law. This edition has been comprehensively updated to reflect profound changes in corporate law. It now includes consideration of additional matters such as the highly topical issue of enforcement in corporate law, and explores the continued convergence of corporate law across jurisdictions. The authors start from the premise that corporate (or company) law across jurisdictions addresses the same three basic agency problems: (1) the opportunism of managers vis-à-vis shareholders; (2) the opportunism of controlling shareholders vis-à-vis minority shareholders; and (3) the opportunism of shareholders as a class vis-à-vis other corporate constituencies, such as corporate creditors and employees. Every jurisdiction must address these problems in a variety of contexts, framed by the corporation's internal dynamics and its interactions with the product, labor, capital, and takeover markets. The authors' central claim, however, is that corporate (or company) forms are fundamentally similar and that, to a surprising degree, jurisdictions pick from among the same handful of legal strategies to address the three basic agency issues. This book explains in detail how (and why) the principal European jurisdictions, Japan, and the United States sometimes select identical legal strategies to address a given corporate law problem, and sometimes make divergent choices. After an introductory discussion of agency issues and legal strategies, the book addresses the basic governance structure of the corporation, including the powers of the board of directors and the shareholders meeting. It proceeds to creditor protection measures, related-party transactions, and fundamental corporate actions such as mergers and charter amendments. Finally, it concludes with an examination of friendly acquisitions, hostile takeovers, and the regulation of the capital markets.
Book Synopsis Introduction to the Law of Corporations: Cases and Materials by : Brian Quinn
Download or read book Introduction to the Law of Corporations: Cases and Materials written by Brian Quinn and published by . This book was released on 2018-10-23 with total page 644 pages. Available in PDF, EPUB and Kindle. Book excerpt: This open-source casebook is the sixth edition of a casebook using the H2O/OpenCasebook platform of Harvard's Berkman Center. This casebook is intended to be used as the main casebook for an introductory course on the law of corporations. Because is subject to a Creative Commons license and can be printed via Amazon/CreateSpace, it is available to students at a very modest cost. Alternatively, students can read and access the cases and materials online via the H20 platform at opencasebook.org at no cost. This casebook and the H2O/OpenCasebook platform are part of an effort by educators to make high quality course materials and casebooks available to students at reasonable prices.Although this course is called an Introduction to the Law of Corporations, it is better understood as a more general business organizations course. The materials in this casebook cover Delaware corporate code exclusively. However, your learning during this semester long course will not be limited to the corporate law. We will start the class with an online course covering the basic concepts of Agency. Agency is the single most important building block required to understand the corporate law. Agency is also an essential building block to understand the laws governing other forms of business organization. During the course of this semester, you will be introduced to other forms of business organization, including Partnership, Limited Liability Companies, Nonprofit Corporations, and Public Benefit Corporations. Most of your introduction to these other forms will come through a series of online courses covering the basic concepts and rules for each of the forms. You should plan to complete all of these courses, including the accompanying quizzes in Canvas, by the dates set forth in the syllabus. As you are working on the online courses, in class we will focus on the corporate form, the Delaware corporate code, and the Delaware common law of corporations.Because the corporate law is so much more extensive than the laws of other business forms, like for example the law governing LLCs, courts often lean heavily on the corporate law and apply it by analogy to other forms when they are in search of persuasive authority. By becoming expert in the corporate law, you will find it easy to translate that knowledge and apply it other business organizations. Much of the work of the corporate lawyer starts with the code. As such, we will start with an in depth examination of the corporate code. Although we could study the Model Code or the Massachusetts code, for most corporate lawyers, the Delaware corporate law will be central to their practice. Sixty percent of all publicly traded corporations are Delaware corporations. With respect to private corporations, they are typically incorporated in the state in which they are physically located, or they are incorporated in Delaware.Beyond the code, Delaware has a very deep corporate common law. It is in the corporate common law that the courts have developed the law of corporate fiduciary duties. It is through fiduciary duties that the corporate law attempts to regulate the relationship between stockholders and the corporation, between managers and the corporation, as well as the relationships of controlling stockholders and minority stockholders. Delaware's treatment of the corporate common law is so extensive that it is not at all uncommon at all for the courts of other states to refer to, or cite Delaware corporate law cases, when deciding questions involving their own corporate law. The Delaware corporate law is the closest we have to a lingua franca in the US for corporate law.The fiduciary duties of corporate directors are tested most often in the context of corporate takeovers. The corporate takeover materials in this casebook attempt to highlight the most important issues in takeover situations as well as the court's doctrinal efforts to mitigate the transaction costs that arise in these situations.
Book Synopsis Company Law and Corporate Finance by : Eilís Ferran
Download or read book Company Law and Corporate Finance written by Eilís Ferran and published by Oxford University Press, USA. This book was released on 1999-01-01 with total page 658 pages. Available in PDF, EPUB and Kindle. Book excerpt: The limited company is the dominant type of organisational structure for businesses operating in the UK it is the best available mechanism for raising finance and diversifying financial risk. This book identifies the company as a financing vehicle and explains how the law facilitates the raising of finance by providing the corporate form and methods of financing that match the changing needs of a business through its life. The approach sets this book apart from other legal texts and provides it with its distinctive orientation. The rules relating to share capital, debt finance and public offers of securities are clearly explained with emphasis throughout on their practical operation and on the interests that these requirements are intended to protect. Topical corporate finance issues, such as the ways in which companies can return value to their shareholders, are examined. The corporate governance implications of raising finance from external investors are considered. Keycorporate governance issues such as the role of non-executive directors and institutional investors are analysed. For companies that have outside investors, market driven codes of best practice and Stock Exchange requirements can be just as important as the companies legislation and case law. Through the programme of harmonisation, European law now exerts a major influence. These different strands of law and regulation are woven together in the book and there is a timely discussion of areas where reform is necessary or desirable. This is the first book in the UK to deal with the technicalities of company law within a wider framework that recognises the importance of market forces and corporate governance and which seeks to explain to wider audience issues about corporate finance theory and practice that are familiar to financial economists. This is will enable students to develop a wider and more realistic understanding of the operation of company law than is provided by existing texts.
Book Synopsis Understanding Corporate Law by : Arthur R. Pinto
Download or read book Understanding Corporate Law written by Arthur R. Pinto and published by . This book was released on 2009 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: Understanding Corporate Law is designed to assist students by offering a clear and comprehensive treatment of key concepts in corporate law. It is a popular study guide for students and has been used by professors to supplement their casebook or as recommended reading. Significant business, economic, and policy issues are highlighted in connection with a thorough analysis of the important cases and statutory provisions used in the study of corporations. It includes the major theoretical approaches used in current corporate law literature.In each chapter, the authors identify important policies and discuss the relationship of the law as it has developed to those policies. Statutory issues are covered under both the General Corporation Law of the State of Delaware and the Revised Model Business Corporation Act. The Third Edition of Understanding Corporate Law discusses developing case law since the Second Edition including the Delaware courts' use of good faith in fiduciary duty cases. The book also reflects the corporate governance issues raised by the corporate scandals and the passage of the Sarbanes-Oxley Act of 2002. A section of Chapter 5 deals generally with that Act, but its impact is also covered in relevant sections throughout the book. This Understanding treatise is designed to be used in conjunction with all of the major corporate law casebooks.
