Introduction and formation -- Promoters' liability and defective incorporation -- Piercing the corporate veil -- Financing the corporation -- The legal model and corporate governance : theme and the allocation of power under state law -- Mergers and acquisitions -- Introduction to federal regulation and the proxy rules -- Introduction to fiduciary duty : the duty of care, the business judgment rule and good faith -- The duty of loyalty and conflicts of interest -- Controlling shareholders -- Special problems of the closely held corporation -- Hostile tender offers -- SEC Rule 10b-5 disclosure and insider trading -- Corporate litigation