This lesson will familiarize students with the "Unocal Doctrine", a standard of judicial review under Delaware law. The Unocal doctrine applies to a board's defensive conduct when opposing a hostile takeover and attempting to prevent a change of corporate control.
This lesson will familiarize students with the "Revlon" and "Blasius" doctrines, standards of judicial review under Delaware law. The Revlon doctrine applies to board actions taken when a change of control or sale of the corporation is inevitable. The Blasius doctrine applies when a board has acted with the primary purpose of interfering with a shareholder vote.
This lesson examines the creation of the employer/employee relationship (formerly master/servant relationship) in agency law and contrasts that relationship with the status of independent contractor. The lesson provides an opportunity to think about why the distinction is important and how to tell whether a given relationship rises to the level of being an employer/employee relationship or is merely an independent contractor relationship.
This lesson looks at the courts' intervention with the abuse of separateness that mostly we associate with piercing the corporate veil. Courts intervene to circumvent separateness using three doctrines: lender liability, veil piercing, and equitable consolidation in bankruptcy.
The classic rhetoric of Cardozo in Meinhard v. Salmon hides a delicate economic intuition justifying broad fiduciary obligations. This lesson parses closely the text of the dissent and the majority to recognize the idiosyncratic facts that make this a pivotal case. The focus is on the economic ramifications of Cardozo's choice.
This lesson introduces the student to agency relationships and explores the following questions: Why are agency relationships formed? Who are the parties to an agency relationship? What elements are required to form an agency relationship? and What are the consequences of forming an agency relationship?
This lesson will provide students with an introduction to the federal regulation of proxy solicitation.
This 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.
This is the third part of five related lessons concerning the issuance of securities by a corporation.
This is the fourth part of five related lessons concerning the issuance of securities by a corporation. This lesson deals with the amount of consideration used to pay for equity securities.
This 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.
This lesson discusses judicial review of director's conflicting interest transactions under subchapter F of chapter 8 of the revised Model Business Corporation Act. The definition of "director's conflicting interest transaction" is not discussed; that is dealt with in a companion lesson, What is a Director's Conflicting Interest Transaction? The two lessons may be done in either order.