Corporate And Commercial Practice In The Delaware Court Of Chancery

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Corporate and Commercial Practice in the Delaware Court of Chancery

Author : Charles S. Crompton, Jr.,Donald J. Wolfe, Jr.,Michael A. Pittenger
Publisher : Unknown
Page : 128 pages
File Size : 55,9 Mb
Release : 1997
Category : Electronic
ISBN : 1558345442

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Corporate and Commercial Practice in the Delaware Court of Chancery by Charles S. Crompton, Jr.,Donald J. Wolfe, Jr.,Michael A. Pittenger Pdf

Corporate and Commercial Practice in the Delaware Court of Chancery

Author : Donald J. Wolfe,Michael A. Pittenger
Publisher : Lexis Nexis Matthew Bender
Page : 1020 pages
File Size : 49,7 Mb
Release : 2000
Category : Law
ISBN : 0820549045

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Corporate and Commercial Practice in the Delaware Court of Chancery by Donald J. Wolfe,Michael A. Pittenger Pdf

This practitioner's guide to the Delaware Court of Chancery, provides practical guidance on litigation strategy and tactics. The Chancery Court's leading authorities provide a thorough analysis on matters unique to this special tribunal, including personal and subject matter jurisdiction of the Delaware Court of Chancery, derivative and class actions, preliminary injunctions and temporary restraining orders, summary proceedings and equitable remedies and defenses. This volume is updated annually.

Technology Litigation in the Delaware Court of Chancery

Author : Cathy L. Reese,William J. Marsden (Jr.)
Publisher : Unknown
Page : 0 pages
File Size : 46,9 Mb
Release : 2015-08-28
Category : Commercial law
ISBN : 1588521818

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Technology Litigation in the Delaware Court of Chancery by Cathy L. Reese,William J. Marsden (Jr.) Pdf

The Delaware Court of Chancery examines the elements of each claim, the necessary parties, plaintiff's burden of proof, defenses, preemption, statutes of limitations, damages and more.

Searching the Law - The States

Author : Francis R Doyle
Publisher : Martinus Nijhoff Publishers
Page : 695 pages
File Size : 46,8 Mb
Release : 2022-11-14
Category : Law
ISBN : 9789004531147

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Searching the Law - The States by Francis R Doyle Pdf

Contracts and Commercial Transactions

Author : David Zarfes,Michael L. Bloom
Publisher : Aspen Publishing
Page : 672 pages
File Size : 47,7 Mb
Release : 2014-10-30
Category : Law
ISBN : 9781454824060

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Contracts and Commercial Transactions by David Zarfes,Michael L. Bloom Pdf

Responding to the call to place more emphasis on practical skills, Contracts and Commercial Transactions is a groundbreaking text that immerses the reader in real agreements made between sophisticated parties--so the reader can develop the ability to read, understand, and draft contracts effectively. Drawing upon their collective experiences in the classroom and the boardroom as well as in law-firm and in-house practice, authors David Zarfes and Michael L. Bloom, in Contracts and Commercial Transactions, explore actual agreements between sophisticated parties. Along the way, they teach the reader to read and understand contracts, with an emphasis on how a decision maker--be it a judge, arbitrator, corporate executive, or senior partner--might later understand those same contracts. Contracts and Commercial Transactions features: Actual agreements, formatted as whole documents, that support the exercise of contract reading and analysis Insight and advice from expert practitioners, from law firms such as Sidley Austin and Simpson Thacher and companies such as Microsoft and JPMorgan Chase , that emphasize the realities of legal practice from the perspective of "real-world" lawyers Explanations and analysis from esteemed academics, at law schools such as Chicago and NYU, that explain the nuances of legal matters that pertain to contractual documents Focus points that preface each contract highlight key aspects of the document Methodical and repeated exposure to provisions that teach the reader to recognize and understand contractual concepts A consistent emphasis on the "building block" provisions typically found in contracts Drafting tips integrated throughout the book

Business Organizations

Author : D. Gordon Smith,Cynthia A. Williams
Publisher : Aspen Publishing
Page : 864 pages
File Size : 49,5 Mb
Release : 2018-09-25
Category : Law
ISBN : 9781543804713

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Business Organizations by D. Gordon Smith,Cynthia A. Williams Pdf

Reflecting ongoing changes in the structure and regulation of modern business practice, Business Organizations: Cases, Problems, and Case Studies, Fourth Edition offers a unique combination of doctrine, problems, and case studies. Recent, high-interest cases are balanced against classic teaching chestnuts. Brief, innovative problems are used in combination with longer case studies. Recent Delaware Supreme Court decisions, updated case studies, and a strong website support a clear and sustained examination of the role and purview of the law in business transactions. New to the Fourth Edition: Recent Delaware Supreme Court and Chancery Court cases, including eBay v. Newmark; DFC Global v. Muirfield Value Partners; In re: Trulia; Kahn v. M&F Worldwide (MFW); Corwin v. KKR; and new parent/subsidiary vicarious liability cases New textual coverage of developing trends such as shareholder activism, exploding deal litigation and judicial efforts to reign it in, hedge fund appraisal arbitrage, and Public Benefit Companies Revised Uniform Partnership Act materials, as updated through 2013 Updated case studies and problems that consistently reinforce topical coverage Professors and students will benefit from: A discriminating selection of fresh cases and classic chestnuts In-depth coverage of how the law applies to modern business structures, (such as joint ventures, venture capital arrangements, franchises, and new limited liability business forms) as well as growth industries (such as computers, biotechnology, and telecommunications) Short problems after selected topics that give students practice applying the legal principles covered in that section Case studies styled on the B-school model that provide opportunities for in-depth analysis of the law in business transactions Hybrid entities treated in detail, including a separate chapter on limited liability companies

Symonds & O'Toole on Delaware Limited Liability Companies

Author : Robert L. Symonds,Robert L. Symonds, Jr.,Matthew J. O'Toole
Publisher : Wolters Kluwer
Page : 1664 pages
File Size : 50,6 Mb
Release : 2006-10-17
Category : Law
ISBN : 9780735555983

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Symonds & O'Toole on Delaware Limited Liability Companies by Robert L. Symonds,Robert L. Symonds, Jr.,Matthew J. O'Toole Pdf

Symonds & O'Toole on Delaware Limited Liability Companies byrenowned experts Robert L Symonds, Jr. and Matthew J. O'Toole combinespractice-based Delaware LLC insights, completely current coverage, andup-to-date forms presented in logical order, allowing you to confidentlyrepresent your clients from start to finish. Everything you need to know aboutDelaware Limited Liability Companies is included in this one easy-to-usereference, complete with Bonus Delaware LLC Forms CD-ROM.Since the 1988 IRS ruling permitting the advantages of pass-through taxreporting, the number of Delaware Limited Liability Companies formedannually has increased at an explosive rate. Symonds & O'Toole onDelaware Limited Liability Companies provides practical evaluation ofthe Delaware Limited Liability Company, expertly analyzing the mostcurrent Delaware LLC law, as well as the underlying principles andreasoning, allowing you to master the specific issues facing Delaware LLCpractitioners today, and to find workable approaches to potentiallyproblematic Delaware LLC situations.Symonds & O'Toole on Delaware Limited Liability Companies isthe first resource to include complete coverage of all 2006 statutory changesregarding:Filings of Delaware LLC Documents with the Secretary of StateDelaware Limited Liability Company managementFundamental Transactions, including Delaware LLC mergers, conversionand consolidation of other entities into the Delaware LLC (andDelaware LLC into other entities)Everything you need to know about a Delaware Limited Liability Company isfound in this one easy-to-use reference:Expert "how to" guidance on drafting Delaware Limited LiabilityCompany agreementsExtensive Tables covering changes to the Delaware limited Liability CompanyAct and Delaware LLC case lawDelaware LLC Forms for practitioners drafted by experiencedpractitionersReliable In-Depth, Expert Coverage of all 2006 Delaware LLC statutoryamendmentsAbout Authors Robert L. Symonds Jr. and Matthew J. O'Toole:Robert L. Symonds Jr. and Matthew J. O'Toole are shareholders and directors inthe Delaware office of Stevens & LeeP.C. Both have broad experience with the structuring and use ofDelaware business entities. Mr. Symonds is one of the original drafters of theDelaware Limited Liability Company Act, and is a member of the Delaware StateBar Association's committee charged with reviewing and proposing amendments tothe Delaware Statutory Trust Act. Mr. O'Toole is a member of the Council ofthe Corporation Law Section of the Delaware State Bar Association. Mr. Symondsand Mr. O'Toole both serve on the Delaware State Bar Association's committeethat reviews and proposes amendments to Delaware's Limited Liability Companyand Partnership Statutes, and Mr. Symonds is immediate past Chair of thatcommittee.

Shareholder Activism Handbook

Author : Jay W. Eisenhofer,Michael J. Barry
Publisher : Wolters Kluwer
Page : 1458 pages
File Size : 52,5 Mb
Release : 2005-01-01
Category : Business & Economics
ISBN : 9780735557000

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Shareholder Activism Handbook by Jay W. Eisenhofer,Michael J. Barry Pdf

Shareholder Activism Handbook is the single most comprehensive guide on all matters relating to enforcing shareholders' rights. As shareholder activism becomes a more integral part of investing, the law continues to respond accordingly. Legislators

The Delaware State Constitution

Author : Randy James Holland
Publisher : Oxford University Press
Page : 355 pages
File Size : 49,8 Mb
Release : 2017
Category : Law
ISBN : 9780190491079

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The Delaware State Constitution by Randy James Holland Pdf

"The Delaware State Constitution is the first state constitution drafted by a convention composed of popularly elected representatives, and it is rich with history and tradition. The Delaware Bill of Rights has remained almost exactly the same since 1792, and it has enacted specific provisions whereby its three branches of government operate differently from the federal system. [This book provides a] constitutional and historical account of the state's basic governing charter. In it, [the author] begins with an overview of Delaware's constitutional history. He then provides an in-depth, section-by-section analysis of the entire constitution, detailing important changes that have been made over the years...This second edition includes all amendments to the Delaware Constitution since 2002 and all significant court decisions interpreting any provision in the Delaware Constitution that have been issued since 2002."--

Fairness Compendium

Author : Anonim
Publisher : Andrew Smith
Page : 282 pages
File Size : 43,8 Mb
Release : 2008-07
Category : Electronic
ISBN : 9780615309958

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Fairness Compendium by Anonim Pdf

It is accepted practice that a dissenting stockholder is entitled to receive the intrinsic value of his share in a going concern. Additionally, while no one methodology represents the means by which to value what a stockholder is entitled to receive, it is clear that a liquidation value is not appropriate in most going concern valuations.

Cases and Materials on Corporations

Author : John C. Coffee,Ronald J. Gilson,Brian JM Quinn
Publisher : Aspen Publishing
Page : 1429 pages
File Size : 44,8 Mb
Release : 2021-09-14
Category : Law
ISBN : 9781543847277

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Cases and Materials on Corporations by John C. Coffee,Ronald J. Gilson,Brian JM Quinn Pdf

Renowned for its richness, depth, and authorship, Cases and Materials on Corporations offers broad coverage of both public and closely held corporations. A powerful introductory chapter sets out the defining characteristics of a corporation. A thematic framework frames corporate law in terms of the corporation’s responsibilities to its employees, its investors, and society. New to the Ninth Edition: The introductory Chapter recognizes that issues of race and systemic discrimination have dominated recent headlines and political discourse. This has re-focused attention on the long-standing debate between proponents of the dominant shareholders primacy model of corporate governance and proponents of a more stakeholder-oriented model. Without taking sides on this issue, this Chapter notes that this debate has continued throughout American legal history, and it focuses on recent efforts by some states and Nasdaq to require greater diversity (both in terms of race and gender) on corporate boards. Current data is provided. In addition, this Chapter adds a new section to introduce the “public benefit corporation,” a new corporate form that is a hybrid of a profit-making corporation and a not-for-profit entity now recognized by a majority of the states. New material on the emerging line of good faith cases in the context of director oversight where a corporation is subject to “mission critical” regulation. This new line of cases opens up potential avenues to assign monetary liability to directors for failure to manage corporate risks. New Supreme Court decisions (including Lorenzo and Omnicare) are assessed, and the continuing struggle to define insider trading is reviewed. The chapter on shareholder voting and proxy gives special attention to recent efforts by activist hedge funds to influence and constrain corporate management. The revised chapter on takeovers takes up the legal rules governing friendly and unfriendly acquisitions. The chapter tracks the unique experience of Delaware law over this period: an ongoing and openly—but respectful–disagreement between the Delaware Chancery Court and the Delaware Supreme Court about the allocation of authority between the board of directors and shareholders. The chapter also examines the new texture of the takeover market where activists play a central role. Professors and students will benefit from: Richness and depth: A range of thoroughly developed topics allows instructors to delve into topics with as much depth as they wish. The text is strong in material on both public and closely held corporations. Traditional casebook pedagogy: Text notes, statutory material, excerpted commentary, problems, questions, and edited cases. Strong introductory chapter: Sets out the defining characteristics of a corporation: limited liability, perpetual existence, free transferability, and centralized management. Thematic framework: Examines corporate law in the context of the corporation’s responsibilities to its own constituents and investors, as well as to society.

The Delaware Law of Corporations & Business Organizations Statutory Deskbook 2011

Author : Balotti,Jesse A. Finkelstein
Publisher : Wolters Kluwer
Page : 902 pages
File Size : 55,9 Mb
Release : 2010-10-01
Category : Law
ISBN : 9780735592940

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The Delaware Law of Corporations & Business Organizations Statutory Deskbook 2011 by Balotti,Jesse A. Finkelstein Pdf

The Delaware Law of Corporations & Business Organizations Statutory Deskbook is designed to facilitate research into matters of statutory scope and construction. Compact and easily portable, The Statutory Deskbook brings you the complete text, with all current amendments of the principal Delaware business organization statutes, including: The Delaware General Corporation Law Limited Liability Company Act Statutory Trust Statute Revised Uniform Limited Partnership Act The Delaware Revised Uniform Limited Partnership Act The Uniform Unincorporated Nonprofit Association Act Other related provisions of the State of Delaware Constitution, Franchise Tax Law and Code This statutory booklet is designed to be a convenient guide to Delaware corporations, limited partnerships and limited liability companies and is able to be easily transported by the user as an extension of the current three-volume The Delaware Law of Corporations & Business Organization, Third Edition. In addition, the accompanying CD-ROM contains the full contents of the statutory booklet, with a search mechanism that allows the user to make research more efficient.

M&A Litigation, 2014

Author : Anonim
Publisher : Unknown
Page : 0 pages
File Size : 52,5 Mb
Release : 2013
Category : Class actions (Civil procedure)
ISBN : 1402422458

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M&A Litigation, 2014 by Anonim Pdf

Corporate Power in Civil Society

Author : David Sciulli
Publisher : NYU Press
Page : 428 pages
File Size : 49,6 Mb
Release : 2001
Category : Business & Economics
ISBN : 0814797865

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Corporate Power in Civil Society by David Sciulli Pdf

A social theorist's perspective on how private governance of corporations is weakening the basic institutions of democratic civil societies, especially as demonstrated in the wave of hostile takeovers in the 1980s. Focuses on when and how the courts mediate the consequences of corporate governance in the US, as well as their counterparts in Europe and Japan, examining the connection between specialized literature of corporate law with literature of civil society. Sciulli (sociology, Texas AandM U.) attempts to draw an alternative to legal conservatives' rhetoric of corporate contract as well as to liberals' corporate social responsibility. c. Book News Inc.

The Cambridge Handbook of Investor Protection

Author : Arthur B. Laby
Publisher : Cambridge University Press
Page : 687 pages
File Size : 42,6 Mb
Release : 2022-10-27
Category : Law
ISBN : 9781108995924

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The Cambridge Handbook of Investor Protection by Arthur B. Laby Pdf

The topic of investor protection has occupied investors, businesses, regulators, academics, and courts since the 1930s. The topic exploded in importance after the 2008 financial crisis and the Bernard Madoff Ponzi scheme of the same year. Investor protection scholarship now seeks to respond to developments such as the institutionalization of the markets, the democratization of finance, and the enhanced role of market professionals and other gatekeepers. Additionally, although the philosophy of full disclosure remains the guiding principle behind the securities laws, recent research has questioned the merits of a disclosure-based regime. In light of these trends, regulators try to strike the right balance between imposing a strict investor protection regime, on the one hand, and giving businesses the freedom to innovate new projects, market new services, and reduce costs, on the other. The Cambridge Handbook of Investor Protection brings together leading scholars to inform this debate and fill a gap left by these developments.