James D. Cox (Brainerd Currie Professor of Law, Duke University), Thomas Lee Hazen (Cary C. Boshamer Distinguished Professor of Law, the University of North Carolina at Chapel Hill)
"This hornbook is an updated adaptation of Cox & Hazen on Corporations (Practitioner's edition, 3d ed., 2010), a four volume treatise supplemented annually"--Page iii.
Includes bibliographical references and index.
Forms of business association : definitions and distinctions -- The evolution of corporations in England and America -- The incorporation process -- The scope of the authorized business and duties to other constituencies -- The promotion of the corporation -- Defective formation of corporations and revival of existence -- The separate corporate entity: privilege and its limitations -- Powers of officers and agents; tort and criminal liability of corporations -- Functions and powers of directors -- Directors' and officers' duties of care and loyalty -- Fiduciary duties for executive compensation, corporate opportunities, and controlling stockholders -- Obligations arising out of transactions in shares -- Rights and powers of shareholders: inspection rights, voting, and proxies -- Closely held entities -- The derivative suit -- Issuance of shares -- Liability for watered, bonus, and underpaid shares -- Capital structure, preferences, and classes of securities -- Accounting statements and dividend law -- Dividend distributions: rights, restrictions, and liabilities -- Repurchases, redemptions and the reduction of capital -- Corporate combinations -- Equitable limits on acquisitions and defensive maneuvers -- Federal and state takeover laws -- Amendments to the corporate charter -- Voluntary dissolution, administrative dissolution, and winding up