The Structure of the Corporation: A Legal Analysis

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Beard Books, 2006 - 352 halaman
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This book examines the role of officers, directors and shareholders in the governance of the modern publicly held corporation.

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Isi

The Received Legal Model of the Cor
1
A Norma
9
Three
18
The
37
A Nor
64
The Uses of a Normative Model
85
Access to the Corporate Proxy Machinery in Connection with
97
Access to the Corporate Proxy Machinery in Connec
102
The De Facto
215
StockforAssets Combinations
224
StockforStock Combinations
238
SellOffs and Partial Liquidations
255
SpinOffs SplitOffs and Split
267
Voting and Appraisal Rights in ParentSubsidiary Com
275
Subsidiaries with Public Ownership
308
Normative Models of the Corporation
316

Access to the Corporate Proxy Machinery in Connection with
128
Officers and Directors
139
The Flow of Information to the Board and the Role
186
Index
323
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Halaman 292 - If any general rule can be laid down, in the present state of authority, it is that a corporation will be looked upon as a legal entity as a general rule, and until sufficient reason to the contrary appears: but when the notion of legal entity is used to defeat public convenience, justify wrong, protect fraud, or defend crime, the law will regard the corporation as an association of persons.
Halaman 151 - Act no person at the same time shall be a director in any two or more corporations, any one of which has capital, surplus, and undivided profits aggregating more than $1,000,000, engaged in whole or in part in commerce, other than banks, banking associations, trust companies and common carriers subject to the Act to regulate commerce, approved February fourth, eighteen hundred...
Halaman 11 - ... do any other act which would make it impossible to carry on the ordinary business of the partnership...
Halaman 119 - Reports, on page 372, called law taken for granted : " I am tempted to take this opportunity of observing that a large portion of that legal opinion which has passed current for law, falls within the description of
Halaman 135 - The notice shall include— (1) a statement of the time, place, and nature of public rule making proceedings; (2) reference to the...
Halaman 11 - Any difference arising as to ordinary matters connected with the partnership business may be decided by a majority of the partners but no change may be made in the nature of the partnership business without the consent of all existing partners; 9.
Halaman 261 - Commission is authorized and directed to make a study and investigation of the work, activities, personnel, and functions of protective and reorganization committees...
Halaman 88 - ... a change so organic and fundamental as that of increasing the capital stock of a corporation beyond the limit fixed by the charter cannot be made by the directors alone, unless expressly authorized thereto. The general power to perform all corporate acts refers to the ordinary business transactions of the corporation, and does not extend to a reconstruction of the body itself or to an enlargement of its capital stock.

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