"Adapted from Cox & Hazen on Corporations (Practitioner's Ed, 3d ed., 2010)" -- P. iii.

Includes bibliographical references and index.

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 -- Powers of officers and agents : tort and criminal liability of corporations -- 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.

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