Corporations - An Open Source Casebook | Brian JM Quinn | November 04, 2013

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Corporations - An Open Source Casebook

Original Creator: Brian JM Quinn Current Version: Brian JM Quinn Show/Hide

This playlist is intended to be used as a “virtual” casebook for an introductory corporations class. This virtual casebook is an experiment using the H20 platform of Harvard's Berkman Center. This casebook can be printed and used in a hard copy form, or students can read and access the cases and materials online.

The materials in this casebook follow a format that is familiar to a student in any of my previous corporations classes. The materials start with an extended focus on the concepts of agency. Then we turn to the Delaware corporate code. While the various conceptual approaches to the corporate law are extremely interesting and important, it is critical that law students master the code. Consequently, after an introduction to the concepts of agency, we will focus on the Delaware code. Although we could study the Model code or the Massachusetts code, for most corporate lawyers, the Delaware corporate law will be central to their practice.

Beyond the code, Delaware has a very deep corporate common law. It is in the corporate common law that the courts have developed the law of corporate fiduciary duties. It is through fiduciary duties that the corporate law attempts to regulate the relationship between shareholders and the corporation, between managers and the corporation, as well as the relationships of controlling shareholders and minority shareholders.

Fiduciary duties are tested most often in the context of corporate takeovers. The corporate takeover materials in this casebook attempt to highlight the most important issues in takeover situations as well as the court's doctrinal efforts to mitigate the transaction costs that arise in these situations.

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  1. 1 Show/Hide More Formation
    Original Creator: Brian JM Quinn Current Version: Brian JM Quinn

    This playlist is intended to be used as a “virtual” casebook for an introductory corporations class. This virtual casebook is an experiment using the H20 platform of Harvard's Berkman Center. This casebook can be printed and used in a hard copy form, or students can read and access the cases and materials online.

    The materials in this casebook follow a format that is familiar to a student in any of my previous corporations classes. The materials start with an extended focus on the concepts of agency. Then we turn to the Delaware corporate code. While the various conceptual approaches to the corporate law are extremely interesting and important, it is critical that law students master the code. Consequently, after an introduction to the concepts of agency, we will focus on the Delaware code. Although we could study the Model code or the Massachusetts code, for most corporate lawyers, the Delaware corporate law will be central to their practice.

    Beyond the code, Delaware has a very deep corporate common law. It is in the corporate common law that the courts have developed the law of corporate fiduciary duties. It is through fiduciary duties that the corporate law attempts to regulate the relationship between shareholders and the corporation, between managers and the corporation, as well as the relationships of controlling shareholders and minority shareholders.

    Fiduciary duties are tested most often in the context of corporate takeovers. The corporate takeover materials in this casebook attempt to highlight the most important issues in takeover situations as well as the court's doctrinal efforts to mitigate the transaction costs that arise in these situations.

    1. 1.1 Show/Hide More DGCL Sec. 101
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
    2. 1.2 Show/Hide More DGCL Sec. 102
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Contents of Certificate of Incorporation
    3. 1.3 Show/Hide More Piercing the Corporate Veil
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn

      This playlist is intended to be used as a “virtual” casebook for an introductory corporations class. This virtual casebook is an experiment using the H20 platform of Harvard's Berkman Center. This casebook can be printed and used in a hard copy form, or students can read and access the cases and materials online.

      The materials in this casebook follow a format that is familiar to a student in any of my previous corporations classes. The materials start with an extended focus on the concepts of agency. Then we turn to the Delaware corporate code. While the various conceptual approaches to the corporate law are extremely interesting and important, it is critical that law students master the code. Consequently, after an introduction to the concepts of agency, we will focus on the Delaware code. Although we could study the Model code or the Massachusetts code, for most corporate lawyers, the Delaware corporate law will be central to their practice.

      Beyond the code, Delaware has a very deep corporate common law. It is in the corporate common law that the courts have developed the law of corporate fiduciary duties. It is through fiduciary duties that the corporate law attempts to regulate the relationship between shareholders and the corporation, between managers and the corporation, as well as the relationships of controlling shareholders and minority shareholders.

      Fiduciary duties are tested most often in the context of corporate takeovers. The corporate takeover materials in this casebook attempt to highlight the most important issues in takeover situations as well as the court's doctrinal efforts to mitigate the transaction costs that arise in these situations.

      1. 1.3.1 Show/Hide More Walkovszky v. Carlton
        Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
        Piercing the corporate veil
      2. 1.3.2 Show/Hide More Fletcher v. Atex Inc.
        Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
        Alter ego. Veil piercing
      3. 1.3.3 Show/Hide More Kinney Shoe Corp. v. Polan
        Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
        Piercing the corporate veil
      4. 1.3.4 Show/Hide More United Elec. Workers v. 163 Pleasant Street Corp.
        Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
        Piercing the corporate veil
    4. 1.4 Show/Hide More DGCL Sec. 103
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Execution and acknowledgement of certificate of incorporation
    5. 1.5 Show/Hide More DGCL Sec. 106
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Commencement of Corporate Existence
    6. 1.6 Show/Hide More DGCL Sec. 107
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Powers of incorporator
    7. 1.7 Show/Hide More DGCL Sec. 108
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Organizational Meeting
    8. 1.8 Show/Hide More DGCL Sec. 111
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Jurisdiction of the Chancery Court
  2. 2 Show/Hide More Corporate Powers
    Original Creator: Brian JM Quinn Current Version: Brian JM Quinn

    This playlist is intended to be used as a “virtual” casebook for an introductory corporations class. This virtual casebook is an experiment using the H20 platform of Harvard's Berkman Center. This casebook can be printed and used in a hard copy form, or students can read and access the cases and materials online.

    The materials in this casebook follow a format that is familiar to a student in any of my previous corporations classes. The materials start with an extended focus on the concepts of agency. Then we turn to the Delaware corporate code. While the various conceptual approaches to the corporate law are extremely interesting and important, it is critical that law students master the code. Consequently, after an introduction to the concepts of agency, we will focus on the Delaware code. Although we could study the Model code or the Massachusetts code, for most corporate lawyers, the Delaware corporate law will be central to their practice.

    Beyond the code, Delaware has a very deep corporate common law. It is in the corporate common law that the courts have developed the law of corporate fiduciary duties. It is through fiduciary duties that the corporate law attempts to regulate the relationship between shareholders and the corporation, between managers and the corporation, as well as the relationships of controlling shareholders and minority shareholders.

    Fiduciary duties are tested most often in the context of corporate takeovers. The corporate takeover materials in this casebook attempt to highlight the most important issues in takeover situations as well as the court's doctrinal efforts to mitigate the transaction costs that arise in these situations.

    1. 2.1 Show/Hide More DGCL Sec. 121
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      General Powers
    2. 2.2 Show/Hide More DGCL Sec. 122
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Specific Powers
    3. 2.3 Show/Hide More Theodora Holding Corporation v. Henderson
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      122 – Corporate charity
    4. 2.4 Show/Hide More Public Benefit Corporations
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn

      This playlist is intended to be used as a “virtual” casebook for an introductory corporations class. This virtual casebook is an experiment using the H20 platform of Harvard's Berkman Center. This casebook can be printed and used in a hard copy form, or students can read and access the cases and materials online.

      The materials in this casebook follow a format that is familiar to a student in any of my previous corporations classes. The materials start with an extended focus on the concepts of agency. Then we turn to the Delaware corporate code. While the various conceptual approaches to the corporate law are extremely interesting and important, it is critical that law students master the code. Consequently, after an introduction to the concepts of agency, we will focus on the Delaware code. Although we could study the Model code or the Massachusetts code, for most corporate lawyers, the Delaware corporate law will be central to their practice.

      Beyond the code, Delaware has a very deep corporate common law. It is in the corporate common law that the courts have developed the law of corporate fiduciary duties. It is through fiduciary duties that the corporate law attempts to regulate the relationship between shareholders and the corporation, between managers and the corporation, as well as the relationships of controlling shareholders and minority shareholders.

      Fiduciary duties are tested most often in the context of corporate takeovers. The corporate takeover materials in this casebook attempt to highlight the most important issues in takeover situations as well as the court's doctrinal efforts to mitigate the transaction costs that arise in these situations.

      1. 2.4.1 Show/Hide More DGCL Sec. 361 [Public Benefit Corporations]
        Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
        Effective August 1, 2013
      2. 2.4.2 Show/Hide More Press release: What Are Massachusetts Benefit Corporations?
        Chapter 238 of the Acts of 2012 authorized a new type of entity which will be administered by
        our Division: the Benefit Corporation.
    5. 2.5 Show/Hide More DGCL Sec. 123
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
    6. 2.6 Show/Hide More DGCL Sec. 124
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Ultra vires
  3. 3 Show/Hide More Bylaws
    Original Creator: Brian JM Quinn Current Version: Brian JM Quinn

    This playlist is intended to be used as a “virtual” casebook for an introductory corporations class. This virtual casebook is an experiment using the H20 platform of Harvard's Berkman Center. This casebook can be printed and used in a hard copy form, or students can read and access the cases and materials online.

    The materials in this casebook follow a format that is familiar to a student in any of my previous corporations classes. The materials start with an extended focus on the concepts of agency. Then we turn to the Delaware corporate code. While the various conceptual approaches to the corporate law are extremely interesting and important, it is critical that law students master the code. Consequently, after an introduction to the concepts of agency, we will focus on the Delaware code. Although we could study the Model code or the Massachusetts code, for most corporate lawyers, the Delaware corporate law will be central to their practice.

    Beyond the code, Delaware has a very deep corporate common law. It is in the corporate common law that the courts have developed the law of corporate fiduciary duties. It is through fiduciary duties that the corporate law attempts to regulate the relationship between shareholders and the corporation, between managers and the corporation, as well as the relationships of controlling shareholders and minority shareholders.

    Fiduciary duties are tested most often in the context of corporate takeovers. The corporate takeover materials in this casebook attempt to highlight the most important issues in takeover situations as well as the court's doctrinal efforts to mitigate the transaction costs that arise in these situations.

    1. 3.1 Show/Hide More DGCL Sec. 109
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Bylaws
    2. 3.2 Show/Hide More DGCL Sec. 110
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Emergency bylaws and other powers in emergency
    3. 3.3 Show/Hide More Boilermakers Local 154 Retirement Fund V. Chevron Corporation
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Can directors unilaterally adopt bylaws to restrict where shareholders might bring litigation against the board or the corporation?
  4. 4 Show/Hide More Proxy Access
    Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
    DGCL Provisions related to proxy access
    1. 4.1 Show/Hide More DGCL Sec. 112
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Proxy Access
    2. 4.2 Show/Hide More DGCL Sec. 113
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Expense Reimbursement following Proxy Contest
  5. 5 Show/Hide More Board of Directors
    Original Creator: Brian JM Quinn Current Version: Brian JM Quinn

    This playlist is intended to be used as a “virtual” casebook for an introductory corporations class. This virtual casebook is an experiment using the H20 platform of Harvard's Berkman Center. This casebook can be printed and used in a hard copy form, or students can read and access the cases and materials online.

    The materials in this casebook follow a format that is familiar to a student in any of my previous corporations classes. The materials start with an extended focus on the concepts of agency. Then we turn to the Delaware corporate code. While the various conceptual approaches to the corporate law are extremely interesting and important, it is critical that law students master the code. Consequently, after an introduction to the concepts of agency, we will focus on the Delaware code. Although we could study the Model code or the Massachusetts code, for most corporate lawyers, the Delaware corporate law will be central to their practice.

    Beyond the code, Delaware has a very deep corporate common law. It is in the corporate common law that the courts have developed the law of corporate fiduciary duties. It is through fiduciary duties that the corporate law attempts to regulate the relationship between shareholders and the corporation, between managers and the corporation, as well as the relationships of controlling shareholders and minority shareholders.

    Fiduciary duties are tested most often in the context of corporate takeovers. The corporate takeover materials in this casebook attempt to highlight the most important issues in takeover situations as well as the court's doctrinal efforts to mitigate the transaction costs that arise in these situations.

    1. 5.1 Show/Hide More DGCL Sec. 141
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
    2. 5.2 Show/Hide More Aronson v. Lewis
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Statement of the Business Judgment Rule
    3. 5.3 Show/Hide More DGCL Sec. 144
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Interested Director Transactions
    4. 5.4 Show/Hide More DGCL Sec. 145
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Indemnification
  6. 6 Show/Hide More Stock and Dividends
    Original Creator: Brian JM Quinn Current Version: Brian JM Quinn

    This playlist is intended to be used as a “virtual” casebook for an introductory corporations class. This virtual casebook is an experiment using the H20 platform of Harvard's Berkman Center. This casebook can be printed and used in a hard copy form, or students can read and access the cases and materials online.

    The materials in this casebook follow a format that is familiar to a student in any of my previous corporations classes. The materials start with an extended focus on the concepts of agency. Then we turn to the Delaware corporate code. While the various conceptual approaches to the corporate law are extremely interesting and important, it is critical that law students master the code. Consequently, after an introduction to the concepts of agency, we will focus on the Delaware code. Although we could study the Model code or the Massachusetts code, for most corporate lawyers, the Delaware corporate law will be central to their practice.

    Beyond the code, Delaware has a very deep corporate common law. It is in the corporate common law that the courts have developed the law of corporate fiduciary duties. It is through fiduciary duties that the corporate law attempts to regulate the relationship between shareholders and the corporation, between managers and the corporation, as well as the relationships of controlling shareholders and minority shareholders.

    Fiduciary duties are tested most often in the context of corporate takeovers. The corporate takeover materials in this casebook attempt to highlight the most important issues in takeover situations as well as the court's doctrinal efforts to mitigate the transaction costs that arise in these situations.

    1. 6.1 Show/Hide More DGCL Sec. 151
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Classes of Shares
    2. 6.2 Show/Hide More DGCL Sec. 157
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
    3. 6.3 Show/Hide More DGCL Sec. 160
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
    4. 6.4 Show/Hide More DGCL Sec. 161
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Issuance of new shares by the board
    5. 6.5 Show/Hide More DGCL Sec. 170
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Dividends
    6. 6.6 Show/Hide More DGCL Sec. 202
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Restrictions on stock transfers permitted.
    7. 6.7 Show/Hide More DGCL Sec. 203
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      State anti-takeover law/business combination statute
  7. 7 Show/Hide More Shareholder Meetings and Voting for Directors
    Original Creator: Brian JM Quinn Current Version: Brian JM Quinn

    This playlist is intended to be used as a “virtual” casebook for an introductory corporations class. This virtual casebook is an experiment using the H20 platform of Harvard's Berkman Center. This casebook can be printed and used in a hard copy form, or students can read and access the cases and materials online.

    The materials in this casebook follow a format that is familiar to a student in any of my previous corporations classes. The materials start with an extended focus on the concepts of agency. Then we turn to the Delaware corporate code. While the various conceptual approaches to the corporate law are extremely interesting and important, it is critical that law students master the code. Consequently, after an introduction to the concepts of agency, we will focus on the Delaware code. Although we could study the Model code or the Massachusetts code, for most corporate lawyers, the Delaware corporate law will be central to their practice.

    Beyond the code, Delaware has a very deep corporate common law. It is in the corporate common law that the courts have developed the law of corporate fiduciary duties. It is through fiduciary duties that the corporate law attempts to regulate the relationship between shareholders and the corporation, between managers and the corporation, as well as the relationships of controlling shareholders and minority shareholders.

    Fiduciary duties are tested most often in the context of corporate takeovers. The corporate takeover materials in this casebook attempt to highlight the most important issues in takeover situations as well as the court's doctrinal efforts to mitigate the transaction costs that arise in these situations.

    1. 7.1 Show/Hide More DGCL Sec. 211
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Meetings of Stockholders, Quorum, and Notice
    2. 7.2 Show/Hide More DGCL Sec. 212
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Shareholder Voting Rights
    3. 7.3 Show/Hide More DGCL Sec. 213
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Fixing Date for Determination of Stockholders of Record
    4. 7.4 Show/Hide More DGCL Sec. 214
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Cumulative Voting
    5. 7.5 Show/Hide More DGCL Sec. 216
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Quorum and Required Votes
    6. 7.6 Show/Hide More DGCL Sec. 229
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Waiver of Notice
    7. 7.7 Show/Hide More Who Gets to Vote - 219 and Lists of Record Shareholders
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn

      This playlist is intended to be used as a “virtual” casebook for an introductory corporations class. This virtual casebook is an experiment using the H20 platform of Harvard's Berkman Center. This casebook can be printed and used in a hard copy form, or students can read and access the cases and materials online.

      The materials in this casebook follow a format that is familiar to a student in any of my previous corporations classes. The materials start with an extended focus on the concepts of agency. Then we turn to the Delaware corporate code. While the various conceptual approaches to the corporate law are extremely interesting and important, it is critical that law students master the code. Consequently, after an introduction to the concepts of agency, we will focus on the Delaware code. Although we could study the Model code or the Massachusetts code, for most corporate lawyers, the Delaware corporate law will be central to their practice.

      Beyond the code, Delaware has a very deep corporate common law. It is in the corporate common law that the courts have developed the law of corporate fiduciary duties. It is through fiduciary duties that the corporate law attempts to regulate the relationship between shareholders and the corporation, between managers and the corporation, as well as the relationships of controlling shareholders and minority shareholders.

      Fiduciary duties are tested most often in the context of corporate takeovers. The corporate takeover materials in this casebook attempt to highlight the most important issues in takeover situations as well as the court's doctrinal efforts to mitigate the transaction costs that arise in these situations.

      1. 7.7.1 Show/Hide More DGCL Sec. 219
        Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
        Access to stockholder lists
      2. 7.7.2 Show/Hide More Crown Emak Partners, LLC. v. Kurz
        Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
        Sec 219 and record holders
    8. 7.8 Show/Hide More DGCL Sec. 222
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Notice Requirements
    9. 7.9 Show/Hide More DGCL Sec. 223
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Director vacancies
    10. 7.10 Show/Hide More DGCL Sec. 146
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Force-the-Vote
    11. 7.11 Show/Hide More Bylaw Amendments
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn

      This playlist is intended to be used as a “virtual” casebook for an introductory corporations class. This virtual casebook is an experiment using the H20 platform of Harvard's Berkman Center. This casebook can be printed and used in a hard copy form, or students can read and access the cases and materials online.

      The materials in this casebook follow a format that is familiar to a student in any of my previous corporations classes. The materials start with an extended focus on the concepts of agency. Then we turn to the Delaware corporate code. While the various conceptual approaches to the corporate law are extremely interesting and important, it is critical that law students master the code. Consequently, after an introduction to the concepts of agency, we will focus on the Delaware code. Although we could study the Model code or the Massachusetts code, for most corporate lawyers, the Delaware corporate law will be central to their practice.

      Beyond the code, Delaware has a very deep corporate common law. It is in the corporate common law that the courts have developed the law of corporate fiduciary duties. It is through fiduciary duties that the corporate law attempts to regulate the relationship between shareholders and the corporation, between managers and the corporation, as well as the relationships of controlling shareholders and minority shareholders.

      Fiduciary duties are tested most often in the context of corporate takeovers. The corporate takeover materials in this casebook attempt to highlight the most important issues in takeover situations as well as the court's doctrinal efforts to mitigate the transaction costs that arise in these situations.

      1. 7.11.1 Show/Hide More DGCL Sec. 109
        Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
        Bylaws
    12. 7.12 Show/Hide More DGCL. Sec. 228
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Action by Written Consent
    13. 7.13 Show/Hide More Shareholder Resolutions
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn

      This playlist is intended to be used as a “virtual” casebook for an introductory corporations class. This virtual casebook is an experiment using the H20 platform of Harvard's Berkman Center. This casebook can be printed and used in a hard copy form, or students can read and access the cases and materials online.

      The materials in this casebook follow a format that is familiar to a student in any of my previous corporations classes. The materials start with an extended focus on the concepts of agency. Then we turn to the Delaware corporate code. While the various conceptual approaches to the corporate law are extremely interesting and important, it is critical that law students master the code. Consequently, after an introduction to the concepts of agency, we will focus on the Delaware code. Although we could study the Model code or the Massachusetts code, for most corporate lawyers, the Delaware corporate law will be central to their practice.

      Beyond the code, Delaware has a very deep corporate common law. It is in the corporate common law that the courts have developed the law of corporate fiduciary duties. It is through fiduciary duties that the corporate law attempts to regulate the relationship between shareholders and the corporation, between managers and the corporation, as well as the relationships of controlling shareholders and minority shareholders.

      Fiduciary duties are tested most often in the context of corporate takeovers. The corporate takeover materials in this casebook attempt to highlight the most important issues in takeover situations as well as the court's doctrinal efforts to mitigate the transaction costs that arise in these situations.

      1. 7.13.1 Show/Hide More 14a-8 Shareholder Proposals
        Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      2. 7.13.2 Show/Hide More Lovenheim v. Iroquois Brands Ltd.
        Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
        Shareholder Resolutions
      3. 7.13.3 Show/Hide More Bebchuk v. Electronic Arts Inc.
        Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
        Shareholder Proposals
      4. 7.13.4 Show/Hide More CA INC. v. AFSCME Employees Pension Plan
        Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
        Bylaw amendment, director voting reimbursement, 141(a) and shareholder proposal.
      5. 7.13.5 Show/Hide More Airgas Inc. v. Air Products and Chemicals
        Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
        Legal validity of bylaw amendments
  8. 8 Show/Hide More Amendment of Certificate of Incorporation
    Original Creator: Brian JM Quinn Current Version: Brian JM Quinn

    This playlist is intended to be used as a “virtual” casebook for an introductory corporations class. This virtual casebook is an experiment using the H20 platform of Harvard's Berkman Center. This casebook can be printed and used in a hard copy form, or students can read and access the cases and materials online.

    The materials in this casebook follow a format that is familiar to a student in any of my previous corporations classes. The materials start with an extended focus on the concepts of agency. Then we turn to the Delaware corporate code. While the various conceptual approaches to the corporate law are extremely interesting and important, it is critical that law students master the code. Consequently, after an introduction to the concepts of agency, we will focus on the Delaware code. Although we could study the Model code or the Massachusetts code, for most corporate lawyers, the Delaware corporate law will be central to their practice.

    Beyond the code, Delaware has a very deep corporate common law. It is in the corporate common law that the courts have developed the law of corporate fiduciary duties. It is through fiduciary duties that the corporate law attempts to regulate the relationship between shareholders and the corporation, between managers and the corporation, as well as the relationships of controlling shareholders and minority shareholders.

    Fiduciary duties are tested most often in the context of corporate takeovers. The corporate takeover materials in this casebook attempt to highlight the most important issues in takeover situations as well as the court's doctrinal efforts to mitigate the transaction costs that arise in these situations.

    1. 8.1 Show/Hide More DGCL Sec. 245
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Restated Certificate of Incorporation
    2. 8.2 Show/Hide More DGCL Sec. 242
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Amendment to Certificate
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November 04, 2013

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