Corporations

Professor Jim Cox

Multi-volume Treatise, (1995 Little Brown & Co. - with Hazen and O'Neal)

ABSTRACT:

This multi-volume treatise won the Association of American Publishers' Award for the best book in law for 1996. This significant work provides a comprehensive analysis of all areas of corporate law and the most significant provisions of the federal securities laws. It covers every important subject in American corporate jurisprudence such as:

· forms of business association;
· the evolution of corporations in America;
· the incorporation process;
· the scope of the authorized business and duties to other constituencies;
· the promotion of the corporation;
· the defective formation of corporations;
· the separate corporate entity and its privilege and limitations;
· the powers of officers and agents;
· the functions and powers of directors;
· directors' and officers' duties of care and loyalty;
· the fiduciary duties for executive compensation, corporate opportunities, & controlling stockholders;
· the fiduciary duty arising out of transactions in shares;
· rights and powers of shareholders and voting and proxies;
· close corporations;
· the derivative suits;
· issuance of shares and corporate capital;
· liability for watered, bonus, and underpaid shares;
· capital structure, preference, and other classes of securities;
· accounting statement and dividend laws;
· rights, restrictions and liabilities in dividend distributions;
· purchase and redemption by a corporation of its own shares;
· corporate combinations;
· fiduciary duty in acquisitions;
· federal and state takeover laws;
· amendments to corporate charter; corporate dissolutions; and
· state and federal securities law relating to investor protections.

For each of these subjects, contrasting judicial and statutory approaches are examined in both a contemporary commercial context and in the context of the historical evolution of law. The authors examine the historical fount of doctrines, their contemporary vitality and qualifications, as well as weaknesses in their impact. Doctrinal developments are interrelated with relevant policy and economic considerations. In this careful and insightful work of the law of corporations, the authors emphasize the financial, political, and social considerations that appear to have guided the courts' dispositions. There is also an abridged student edition of this excellent treatise published by Aspen Law and Business Publishers.

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