Ordinarily, 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 is intended to familiarize students with the Business Judgment Rule, an essential component of corporate governance.
Read moreThis lesson focuses on the Special Litigation Committee. It is recommended that you complete the first lesson (The Business Judgment Rule in Shareholder Derivative Litigation I: Demand Upon the Board) before beginning this one.
Read moreThis lesson examines when a shareholder's lawsuit against a corporation is derivative and when it is direct. It also examines why this distinction is important. Then, using the provisions of the Revised Model Business Corporation Act (RMBCA), this lesson examines the procedural requirements for bringing a derivative action.
Read moreThis 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.
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