Corporations

This audio lecture brings the corporations course to life simply and succinctly. It discusses the nature, attributes, and formation of a corporate entity along with various contingencies. Among the topics examined are rights and powers of corporate directors, officers, and shareholders, including their fiduciary obligations; proxy solicitations under section 14(a); close corporation provisions and agreements; dissolution; fiduciary matters; state regulation of insider trading; short-swing profits under section 16(b); derivative suit litigation; issuance of stock; dividends and other shareholder distributions; and fundamental corporate changes. It includes a close analysis of the federal antifraud provision, section 10(b), and rule 10b-5.

Types and characteristics of business organizations -- Formation -- Corporate governance -- Close corporations -- Proxy voting -- Purpose of the corporation -- Duty of care -- Duty of loyalty -- Controlling stockholder -- Derivative suit procedures -- Section 10(b) and rule 10b-5 : antifraud provision -- Insider trading -- Issuance of shares -- Dividends and share purchases -- Acquisition procedures -- Defensive maneuvers -- Synopsis.