This lesson focuses on state corporation law restrictions on distributions to shareholders. It does not cover restrictions on distributions arising from other sources, such as contractual restrictions, the law of fraudulent conveyance, or federal bankruptcy law.
Read moreThis lesson provides both a theoretical and practical overview of the piercing the corporate veil doctrine and related theories for imposing the obligations of corporations on other legal actors such as shareholders or related corporate entities.
Read moreOrdinarily, when an agent acts on behalf of a principal the legal rights of the principal are affected, but the agent is not personally liable to third persons with whom he or she has dealt. This lesson looks at those somewhat unusual situations where the agent may be personally liable to third persons.
Read moreThis lesson focuses on basic concepts and terminology and addresses issues contained in what are called the legal capital provisions of corporate codes. You will encounter equity capitalization, par value, capital, capital surplus and earned surplus accounts in a balance sheet.
Read moreThis lesson discusses sections 16(a) and 16(b) of the Securities Exchange Act of 1934. It begins with a discussion of the section 16(a) reporting requirement: who must file, what they must file, and when. It then proceeds with an element-by-element discussion of liability under section 16(b) for short-swing trading profits, including a brief introduction to the complexities introduced by derivative securities. It concludes with a discussion of enforcement issues: standing, limitations, and the right to attorneys' fees.
Read moreThis lesson teaches the Capital Asset Pricing Model. It begins by discussing risk and its control by diversification, and how betas measure the risk of diversified portfolios. The lesson is designed to guide the student through the CAPM in detail as part of a Corporate Finance or Mergers & Acquisitions course. In courses that do not cover the CAPM in detail, such as Business Association courses or Securities Regulation, this lesson can be used as further study or for skimming.
Read moreThis lesson is the FINAL lesson in a FIVE part series dealing with the ways a corporation is financed, that is, the ways in which a company raises money to pay for its ongoing operations. BEFORE beginning this lesson, you should have completed ALL of the previous lessons and have mastered the concepts introduced in each of the previous lessons. This lesson builds on those earlier lessons. The FIRST lesson in the series is called Types of Securities, Corp27.
Read moreThis lesson examines a subset of the fiduciary obligations of directors and officers--their duty of loyalty to the corporation--the Corporate Opportunity Doctrine.
Read moreThis lesson looks at the courts' intervention with the abuse of separateness that mostly we associate with piercing the corporate veil.
Read moreThis lesson is intended to familiarize students with the Business Judgment Rule, an essential component of corporate governance.
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