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The authors argue that the rules and practices of corporate law mimic contractual provisions that parties would reach if they bargained about every contingency at zero cost and flawlessly enforced their agreements. But bargaining and enforcement are costly, and corporate law provides the rules and an enforcement mechanism that govern relations among those who commit their capital to such ventures. The authors work out the reasons for supposing that this is the exclusive function of corporate law and the implications of this perspective.
An edited compilation of statutes, rules, and forms for use in the typical Corporations or Business Associations class, current through the Spring of 2023, including appropriate selections from: Model Business Corporation Act (with Comments) Delaware General Corporation Law California Corporations Code New York Business Corporation Law Derivative Complaint -Walt Disney Litigation Securities Act of 1933 and Securities Exchange Act of 1934 (including Rules and Forms) New York Stock Exchange Listing Standards Uniform Partnership Acts of 1914 and 1997 Delaware Revised Uniform Limited Partnership Act Delaware Limited Liability Company Act Uniform Limited Liability Company Act (2006) Restatement (Third) of Agency
Get fast, authoritative answers to today's hottest business law questions with Corporations, Second Edition. Find out the best ways to: - Interpret the business judgment rule, especially its demands on directors, burden of proof, and allocation of responsibility between shareholders and managers - Apply financial provisions of corporate statutes, such as those dealing with payment of dividends and issuing of shares - Fulfill directors' fiduciary duties, with attention to concepts of care and loyalty, relationship to shareholders, and regulation of proxy voting. The expert authors provide comprehensive, practical coverage of: - Statutory and judicial corporate law in its contemporary commercial context - The Revised Model Business Corporation Act and its variations in 20 states - Corporate law in Delaware, New York, California and other non-Model Act states - IRS safe harbors and check the box rules - Federal securities law as it affects business activity - And much more