The Corporation in Perspective; Unincorporated Business Forms; Formation of Corporations; Limited Role of Ultra Vires; Preincorporation Transactions; "Piercing the Corporate Veil" and Related Problems; Financing the Corporation; Distribution of Powers Within a Corporation; Special Problems; Shares and Shareholders; Directors; Officers; Closely Held Corporation; Publicly Held Corporation; Duties of Directors, Shareholders and Officers; Indemnification and Insurance; Shareholder's Suits; Class Action Suits; Dividends, Distributions and Redemptions; Inspection of Books and Records; Organic Changes; Amendments, Mergers and Dissolution.

National Book Award for Nonfiction Finalist National Book Critics Circle Award for Nonfiction Finalist A New York Times Notable Book of the Year A Washington Post Notable Book of the Year A PBS “Now Read This” Book Club Selection Named one of the Best Books of the Year by the Economist and the Boston Globe A landmark exposé and “deeply engaging legal history” of one of the most successful, yet least known, civil rights movements in American history (Washington Post). In a revelatory work praised as “excellent and timely” (New York Times Book Review, front page), Adam Winkler, author of Gunfight, once again makes sense of our fraught constitutional history in this incisive portrait of how American businesses seized political power, won “equal rights,” and transformed the Constitution to serve big business. Uncovering the deep roots of Citizens United, he repositions that controversial 2010 Supreme Court decision as the capstone of a centuries-old battle for corporate personhood. “Tackling a topic that ought to be at the heart of political debate” (Economist), Winkler surveys more than four hundred years of diverse cases—and the contributions of such legendary legal figures as Daniel Webster, Roger Taney, Lewis Powell, and even Thurgood Marshall—to reveal that “the history of corporate rights is replete with ironies” (Wall Street Journal). We the Corporations is an uncompromising work of history to be read for years to come.

"Completely revised and updated, conversational in tone, the book summarizes all major forms of business, not simply the corporation. It features numerous examples to illustrate key concepts. Comprehensive yet concise, it addresses the theory of the firm, including the emergence of greater concerns for constituencies other than shareholders, as well as the nuts-and-bolts of corporate law. It offers separate consideration of specialized issues raised in closely-held and public corporations. With updated discussion of recent case law, particularly about controlling shareholders and takeovers, the book offers detailed comparison of Delaware and other leading corporate law legislation. The book also covers relevant federal law, including Sarbanes-Oxley, Rule 10b-5, and Section 16(b). Financial and accounting concepts are explained with helpful examples, so that even sociology majors need not fear them." -- Publisher.

The Subchapter S rules are complex. This book describes the basic rules that apply to S corporations and their shareholders with sufficient detail to alert the reader to potential pitfalls. The topics covered include: (1) the qualification requirements for a Subchapter S election, (2) the allocation of tax items among the shareholders, (3) the effect of those allocations on a shareholder's basis in stock and debt, (4) the limitations on the deduction of pass through items, (5) the treatment of corporate distributions, (6) the voluntary and involuntary termination of Subchapter S status, (7) the treatment of the year in which a Subchapter S election is terminated, (8) the limited availability of certain Subchapter S provisions after a Subchapter S election is terminated, (9) the taxation of an S corporation's passive investment income and built-in gains, and (10) the business income deduction. The discussion of these issues is supplemented by numerous examples.

Other Delmar publications include: Paralegals in American Law; Paralegal Careers; Paralegal Ethics; and Pocket Guide to Legal Ethics.

Dozens of judicial opinions have held that shareholders own corporations, that directors are agents of shareholders, and even that directors are trustees of shareholders’ property. Yet, until now, it has never been proven. These doctrines rest on unsubstantiated assumptions. In this book the author performs a rigorous, systematic analysis of common law, contract law, property law, agency law, partnership law, trust law, and corporate statutory law using judicial rulings that prove shareholders do not own corporations, that there is no separation of ownership and control, directors are not agents of shareholders, and shareholders are not investors in corporations. Furthermore, the author proves the theory of the firm, which is founded on the separation of ownership and control and directors as agents of shareholders, promotes an agenda that wilfully ignores fundamental property law and agency law. However, since shareholders do not own the corporation, and directors are not agents of shareholders, the theory of the firm collapses. The book corrects decades of confusion and misguided research in corporate law and the economic theory of the firm and will allow readers to understand how property law, agency law, and economics contradict each other when applied to corporate law. It will appeal to researchers and upper-level and graduate students in economics, finance, accounting, law, and sociology, as well as attorneys and accountants.

影印本