Details

Business Associations II focuses on issue of corporate governance, and in particular on issues facing larger corporations. We begin with the duty of loyalty, as manifested in the corporate opportunity doctrine, the rules governing dominant shareholders, and the special aspects of fiduciary duty applicable in mergers and acquisitions. We also consider the impact of securities laws on corporte governance, by examining securities fraud, insider trading, and shareholder proposals and voting. Throughout, we consider the importance of corporate planning, as well as the business and economic aspects of important business transactions.