Shareholder Meetings and Voting for Directors | Brian JM Quinn | November 04, 2013

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Shareholder Meetings and Voting for Directors

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 DGCL Sec. 211
    Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
    Meetings of Stockholders, Quorum, and Notice
  2. 2 Show/Hide More DGCL Sec. 212
    Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
    Shareholder Voting Rights
  3. 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. 4 Show/Hide More DGCL Sec. 214
    Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
    Cumulative Voting
  5. 5 Show/Hide More DGCL Sec. 216
    Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
    Quorum and Required Votes
  6. 6 Show/Hide More DGCL Sec. 229
    Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
    Waiver of Notice
  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. 7.1 Show/Hide More DGCL Sec. 219
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Access to stockholder lists
    2. 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. 8 Show/Hide More DGCL Sec. 222
    Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
    Notice Requirements
  9. 9 Show/Hide More DGCL Sec. 223
    Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
    Director vacancies
  10. 10 Show/Hide More DGCL Sec. 146
    Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
    Force-the-Vote
  11. 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. 11.1 Show/Hide More DGCL Sec. 109
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Bylaws
  12. 12 Show/Hide More DGCL. Sec. 228
    Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
    Action by Written Consent
  13. 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. 13.2 Show/Hide More Lovenheim v. Iroquois Brands Ltd.
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Shareholder Resolutions
    2. 13.3 Show/Hide More Bebchuk v. Electronic Arts Inc.
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Shareholder Proposals
    3. 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.
    4. 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
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December 07, 2013

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