Casebook Notes
Casebook:
Chapter One. Introduction
Chapter Two. The Partnership
Chapter Three. The Limited Partnership: With
Special Reference to Federal Income Taxation
A. Introduction
A. Federal Income Taxation: Basic
Principles
B. Limited Partnerships with
Corporate General Partners
C. Check the Box
D. Twenty-First Century Limited
Partnerships: Leverage Buyout Companies, Venture Capital Firms and Family
Limited Partnerships
Chapter Four. Limited Liability Companies
Chapter Five. The Development of Corporation
Law in the
Chapter Six. The Formation of a Closely
Held Corporation
C. The Decline of the Doctrine
of Ultra Vires
D. Premature Commencement of Business
Chapter Seven. Disregard of the Corporate Entity
A. The Common Law Doctrine of Piercing the
Corporate Veil
B. Should the Piercing Doctrine
Be Abolished?
C. The Piercing Doctrine in
Federal/State Relations
Chapter Eight. Financial Matters and the
Corporation
C. Issuance of Shares: Herein
of Subscriptions, Par Value and Watered Stock
E. Planning the Capital
Structure for the Closely Held Corporation
F. Public Offerings
G. Issuance of Shares by a
Going Concern: Preemptive Rights, Dilution & Recapitalizations
H. Distributions by a Closely
Held Corporation
I. Legal Restrictions on
Distributions
J. Non-Model Act Statutes
Chapter Nine. Management and Control of
Corporation
A. The Traditional Roles
of Shareholders and Directors
B. Shareholder Voting and Agreements
C. Deadlocks
D. Modern Remedies for
Oppression, Dissension or Deadlock
E. Action by Directors and
Officers
F. Transactions in Controlling Shares
Chapter Ten. Control and Management in the
Publicly Held Corporation
Chapter Eleven. Duty of Care and the Business
Judgment Rule
Chapter Twelve. Duty of Loyalty and Conflict of
Interest
Chapter Thirteen. Transactions in Shares
Chapter Fourteen. Indemnification and Insurance
Chapter Fifteen. Takeovers
Chapter Sixteen. Corporate Books and Records