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Author: Scott Hirst Publisher: Independently Published ISBN: Category : Corporation law Languages : en Pages : 142
Book Description
This book is a primer on corporate law for law students and anyone else interested in the foundations of corporate law. The book provides a self-contained, accessible presentation of the field's essentials: what corporations are, how they are governed, their interactions with their investors and other stakeholders, major transactions (M&A), and parallels with alternative entities including partnerships. Optional background chapters cover the investor ecosystem, contemporary corporate governance, and corporate finance. The book's exposition of doctrine and policy is nuanced and sophisticated yet short and simple enough for a quick read. "An astonishingly lucid summary, I wish I had it when I was in law school." -Sarath Sanga, Northwestern Pritzker School of Law "Corporations in 100 Pages achieves the impossible: it offers a masterfully clear and concise exposition of corporate law and its motivating principles, without dumbing down the subject matter. I recommend it to all of my students-it's an invaluable resource." -Elisabeth de Fontenay, Duke University School of Law
Author: Scott Hirst Publisher: Independently Published ISBN: Category : Corporation law Languages : en Pages : 142
Book Description
This book is a primer on corporate law for law students and anyone else interested in the foundations of corporate law. The book provides a self-contained, accessible presentation of the field's essentials: what corporations are, how they are governed, their interactions with their investors and other stakeholders, major transactions (M&A), and parallels with alternative entities including partnerships. Optional background chapters cover the investor ecosystem, contemporary corporate governance, and corporate finance. The book's exposition of doctrine and policy is nuanced and sophisticated yet short and simple enough for a quick read. "An astonishingly lucid summary, I wish I had it when I was in law school." -Sarath Sanga, Northwestern Pritzker School of Law "Corporations in 100 Pages achieves the impossible: it offers a masterfully clear and concise exposition of corporate law and its motivating principles, without dumbing down the subject matter. I recommend it to all of my students-it's an invaluable resource." -Elisabeth de Fontenay, Duke University School of Law
Author: Holger Spamann Publisher: ISBN: Category : Languages : en Pages : 23
Book Description
This is the seventh chapter of the book Corporations in 100 Pages (2020), authored by Holger Spamann, Scott Hirst, and Gabriel Rauterberg. The book is an introduction to corporate law for students and anyone else interested in the foundations of corporate law. The book provides an accessible, self-contained presentation of the field's essentials: what corporations are, how they are governed, their interactions with their investors, and other stakeholders, major transactions (M&A), and parallels with other legal entities, including partnerships. Optional background chapters cover the investor ecosystem, contemporary corporate governance, and corporate finance. The book's exposition of doctrine and policy is nuanced and sophisticated, yet short and simple enough for a quick read.In addition to this Chapter 7 (“Mergers & Acquisitions”), we have also made available on SSRN Chapter 1 (“Corporations & Corporate Law”) ("https://ssrn.com/abstract=3655213" https://ssrn.com/abstract=3655213) and Chapter 5 of the book (“Fiduciary Duties”) ("https://ssrn.com/abstract=3655217" https://ssrn.com/abstract=3655217).Chapter 7, “Mergers and Acquisitions,” discusses ways of buying all or part of a corporation. The chapter provides an overview of these transactions and introduces key concepts and the main sources of law. The chapter then explains the three ways in which all or part of a corporation can be acquired--by acquiring its assets, acquiring its shares, and through a merger with another corporation--and the legal and practical differences between the three structures and variants thereof. The chapter explains the difference between friendly and hostile transactions, and the legal rules regarding how corporations may permissibly defend themselves against hostile transactions. The chapter also discusses the special considerations and rules that apply to mergers and acquisitions involving controlling shareholders. Finally, the chapter discusses litigation concerning mergers and acquisitions.
Author: Holger Spamann Publisher: ISBN: Category : Languages : en Pages : 13
Book Description
This is the fifth chapter of the book Corporations in 100 Pages (2020), authored by Holger Spamann, Scott Hirst, and Gabriel Rauterberg. The book is an introduction to corporate law for students and anyone else interested in the foundations of corporate law. The book provides an accessible, self-contained presentation of the field's essentials: what corporations are, how they are governed, their interactions with their investors, and other stakeholders, major transactions (M&A), and parallels with other legal entities, including partnerships. Optional background chapters cover the investor ecosystem, contemporary corporate governance, and corporate finance. The book's exposition of doctrine and policy is nuanced and sophisticated, yet short and simple enough for a quick read.In addition to this Chapter 5 of the book (“Fiduciary Duties”), we have also made available on SSRN Chapter 1 of the book (“Corporations & Corporate Law”) (https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3655213), and Chapter 7 (“Mergers & Acquisitions”) (https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3655218).Chapter 5 explains the law governing “Fiduciary Duties,” which are legal duties imposed on specific individuals (“fiduciaries”) who exercise power on behalf of others. The chapter first provides an overview of corporate fiduciary duties: who owes what to whom, and introduces the principal fiduciary duties of care and of loyalty. The chapter then distinguishes standards of conduct and standards of review, and explains the two main standards of review that apply to fiduciary duties in corporate law, the “business judgment rule” and “entire fairness.” The chapter then explains how these standards of review apply to the paradigm cases of self-dealing and mere carelessness, as well as to cases involving corporate opportunities, bad faith, knowing violations of law, and (lack of) candor or oversight.
Author: Adam Winkler Publisher: Liveright Publishing ISBN: 0871403846 Category : Law Languages : en Pages : 485
Book Description
National Book Award for Nonfiction Finalist National Book Critics Circle Award for Nonfiction Finalist A New York Times Notable Book of the Year A Washington Post Notable Book of the Year A PBS “Now Read This” Book Club Selection Named one of the Best Books of the Year by the Economist and the Boston Globe 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.
Author: Germain Sicard Publisher: Yale University Press ISBN: 0300156480 Category : Business & Economics Languages : en Pages : 520
Book Description
Fully modern corporations appeared in fourteenth-century Toulouse, much earlier than previously believed Germain Sicard proves that Europe's first corporations were fourteenth-century mill companies operating in Toulouse, rather than seventeenth-century English and Dutch trading companies as commonly believed. He shows that the corporate form derives from a unique ownership contract from Medieval Europe called pariage, and a culture of strong property rights and municipal self-governance. Based on archival research, Sicard's 1952 thesis has been translated into English with an introduction that places the work in the context of new institutional economics and legal theory. It is an important contribution to research on the history and legal origins of the corporation.
Author: David C. Korten Publisher: Berrett-Koehler Publishers ISBN: 9781887208017 Category : Big business Languages : en Pages : 374
Book Description
Addresses the issue of modern corporate power, exposing the harmful effects gobalization is having not only on economics, but also on politics, society and the environment
Author: Robert W. Hamilton Publisher: ISBN: Category : Law Languages : en Pages : 570
Book Description
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.
Author: Frederick Alexander Publisher: Berrett-Koehler Publishers ISBN: 1523083603 Category : Business & Economics Languages : en Pages : 355
Book Description
Corporations with a Conscience Corporations today are embedded in a system of shareholder primacy. Nonfinancial concerns—like worker well-being, environmental impact, and community health—are secondary to the imperative to maximize share price. Benefit corporation governance reorients corporations so that they work for the interests of all stakeholders, not just shareholders. This is the first authoritative guide to this new form of governance. It is an invaluable guide for legal and financial professionals, as well as interested entrepreneurs and investors who want to understand how purposeful corporate governance can be put into practice.
Author: STEPHEN M. BAINBRIDGE Publisher: Foundation Press ISBN: 9781684678235 Category : Languages : en Pages : 585
Book Description
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.
Author: Scott Hirst
Author: Scott Hirst
Author: Holger Spamann
Author: Holger Spamann
Author: Holger Spamann
Author: Adam Winkler
Author: Germain Sicard
Author: David C. Korten
Author: Robert W. Hamilton
Author: Frederick Alexander
Author: STEPHEN M. BAINBRIDGE