Gilbert Outline: Corporations

Description

Topics Covered: Formalities; “De Jure” vs. “De Facto”; Promoters; Corporate Powers; Ultra Vires Transactions; Powers, Duties, and Liabilities of Officers and Directors; Allocation of Power Between Directors and Shareholders; Conflicts of Interest in Corporate Transactions; Close Corporations; Insider Trading; Rule 10b-5 and Section 16(b); Shareholders’ Voting Rights; Shareholders’ Right to Inspect Records; Shareholders’ Suits; Capitalization (including Classes of Shares, Preemptive Rights, Consideration for Shares); Dividends; Redemption of Shares; Fundamental Changes in Corporate Structure; Applicable Conflict of Laws Principles. The casebook correlation chart includes the following casebooks: Corporations by Cary and Eisenberg Concise Edition and Unabridged Edition; Corporations by Chope, Coffee and Gilson; Corporations by Hamilton; Corporations by Henn; and Corporations by Vagts.