The Structure of the Corporation: A Legal AnalysisBeard Books, 1976 - 333 halaman This book examines the role of officers, directors and shareholders in the governance of the modern publicly held corporation. |
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Halaman 5
... given the board not only a formal voice but a major and decisive legal role in such transactions . Viewing the received legal model as a normative rather than a descriptive device merely shifts the problems . To begin with , the model ...
... given the board not only a formal voice but a major and decisive legal role in such transactions . Viewing the received legal model as a normative rather than a descriptive device merely shifts the problems . To begin with , the model ...
Halaman 6
... given both to the extent to which elements of the norma- tive models can be implemented by the courts under present law , and the extent to which statutory revision is necessary or de- sirable . I The Legal Role of the Body of ...
... given both to the extent to which elements of the norma- tive models can be implemented by the courts under present law , and the extent to which statutory revision is necessary or de- sirable . I The Legal Role of the Body of ...
Halaman 16
... given that structural decisions are shareholder matters , what degree of approval should be required ? If structural decisions are equated with the kinds of decisions which partnership law categorizes as " outside the scope of the ...
... given that structural decisions are shareholder matters , what degree of approval should be required ? If structural decisions are equated with the kinds of decisions which partnership law categorizes as " outside the scope of the ...
Halaman 20
... given case . In dealing with the interests of a given client - group it is therefore critical to separate two questions : ( 1 ) Is it desirable to augment by law the client - group's power vis - a - vis the corporation ; ( 2 ) If so ...
... given case . In dealing with the interests of a given client - group it is therefore critical to separate two questions : ( 1 ) Is it desirable to augment by law the client - group's power vis - a - vis the corporation ; ( 2 ) If so ...
Halaman 22
... given a voice in corporate decisionmaking , will it really be necessary to take a vote ? How long does it take to figure out how growers will vote on a canner's merger into an agri - business corporation ? Is it not per- fectly clear ...
... given a voice in corporate decisionmaking , will it really be necessary to take a vote ? How long does it take to figure out how growers will vote on a canner's merger into an agri - business corporation ? Is it not per- fectly clear ...
Isi
1 | |
9 | |
18 | |
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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Istilah dan frasa umum
ABA Model Bus accepted accounting principles accounting principles affd AICPA American American Stock Exchange appraisal rights Arthur Andersen audit auditors Bank board of directors certificate amendment chief executive Code Ann committee Conference Board Survey Corp corporate proxy machinery corporate statutes Corporation Law court decisions economic election enterprise European Company Law financial statements function Harv Heidrick & Struggles hereinafter cited holders incumbent Institutional Investor insurgents interest investment involved issue largest Latcham majority McKinney meeting ment N.J. Stat N.Y. Bus normally Ohio Rev parent's shareholders pass-through percent porate problem proposal proxy card proxy fight Proxy Rules proxy statement publicly held corporations reimbursement require shareholder approval result role sale of substantially shareholder's shares statutory stock-for-stock stockholders structural changes subsidiary substantially all assets Supp supra note survivor tion transaction transferor's voting rights Wall St York Stock Exchange
Bagian yang populer
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.