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Delaware Law of Corporations & Business Organizations, Third Edition

Updated with the latest legal and court developments, this time-honored resource takes you step-by-step through all aspects of establishing and operating organizations incorporated in Delaware. Comprehensive in scope, and authoritative in content, its timely coverage presents:

• Full discussions of legal precedents as interpreted by the Delaware courts¿from decisions defining the roles of directors in mergers and acquisitions to emerging doctrines applicable to unsolicited takeovers, new valuation standards and more.
• The complete statutory framework underlying Delaware corporate law and business organizations, including the newest 2004 amendments to the General Corporation Law
• Practical strategies to resolve legal issues and accomplish corporate transactions and litigation
• More than 100 practice-tested forms to help resolve any problem or complete any purpose related to the establishment or operation of a Delaware business entity
• Discussion of developments in corporate governance and director and officer liability issues

Features and Benefits

Step-by-step guide through modern Delaware corporate law and practice

Stay up-to-date with new case law and statutory amendments

Masterful organization ensures fast, easy access to critical information

A comprehensive compilation of more than 100 practice-tested forms provides the right document for any corporate transaction

Third edition includes:

• Extensive analysis of case law governing all aspects of corporate formation and management
• A practice-oriented approach to understanding and resolving legal problems
• The complete statutory framework of Delaware's General Corporation Law, including the comprehensive 1967 revision and all subsequent amendments and statutory history
• Text of Title 8, Chapter 1: General Corporation Law
• Text of Title 8,: Chapter 5: Corporation Franchise Tax
• Text of Title 8, Chapter 6:Professional Service Corps
• Text of Title 12, Chapter 38:Statutory Trusts
• Text of Title 6, Chapter 18:Limited Liability Company Act

Table Of Contents

Highlights of Contents

FORMATION

POWERS

REGISTERED OFFICE AND REGISTERED

AGENT DIRECTORS AND OFFICERS

STOCKS AND DIVIDENDS

TRANSFERS OF SECURITIES AND TENDER OFFERS

MEETINGS, ELECTIONS, VOTING, AND NOTICE

AMENDMENT OF CERTIFICATE OF INCORPORATION; CHANGES IN CAPITAL AND CAPITAL STOCK

MERGER OR CONSOLIDATION

SALE OF ASSETS, DISSOLUTION, AND WINDING UP

INSOLVENCY AND RECEIVERSHIP

RENEWAL, REVIVAL, EXTENSION, AND RESTORATION OF CERTIFICATE OF INCORPORATION OR

CHARTER

SUITS AGAINST CORPORATIONS, DIRECTORS,

OFFICERS, OR STOCKHOLDERS

CLOSE CORPORATIONS; SPECIAL PROVISIONS

FOREIGN CORPORATIONS

DOMESTICATION, CONTINUANCE, AND TRANSFER

DISCLOSURE STANDARDS AND BLUE SKY ACT

TAXATION OF DELAWARE CORPORATIONS

DELAWARE STATUTORY TRUSTS

DELAWARE LIMITED LIABILITY COMPANIES

DELAWARE LIMITED PARTNERSHIPS

Statutes

FORMS

Table of Cases

Table of Forms

Index

Includes links to selected cases from the Delaware Chancery Court, as well as other Delaware Courts and jurisdictions. This repository of key cases is searchable using the IRN finding aids.