Closely Held Corporations

Chapter 1. Introduction
1.01 Introduction

Chapter 2. Forming the Closely Held Corporation
2.01 Deciding Whether to Incorporate
2.02 Choosing a State of Incorporation
2.03 The Procedure to Form a Corporation
2.04 Selecting and Reserving a Corporate Name
2.05 Drafting the Certificate of Incorporation
2.06 Drafting the Bylaws
2.07 The Organizational Meeting of the Corporation
2.08 The Ultra Vires Doctrine
2.09 Promoters’ Transactions
2.10 Defective Incorporation
2.11 Financing the Corporation

Chapter 3. Altering Corporate Norms By Contract
3.01 The Nature and Purposes of Agreements in Closely Held Corporations
3.02 Shareholder Voting Agreements
3.03 Proxies
3.04 Voting Trusts
3.05 Agreements that Constrain the Board’s Discretion
3.06 Statutory Close Corporations
3.07 Changing the Normal Voting Rules

Chapter 4. Buying and Selling Shares
4.01 Restrictions on Transferability
4.02 Claims Based on Fraud or Failure to Disclose Material Information

Chapter 5. Piercing the Corporate Veil
5.01 The Justifications for Limited Liability
5.02 General Standards for Veil Piercing
5.03 Undercapitalization as a Veil-Piercing Factor
5.04 Disregard of Corporate Formalities as a Veil-Piercing Factor
5.05 Comparing Contract and Tort Cases
5.06 Piercing the Veil Among Related Corporate Entities
5.07 Equitable Subordination in Bankruptcy
5.08 Reverse Veil Piercing

Chapter 6. The Traditional Role of Fiduciary Duty
6.01 The Purpose of Fiduciary Duties; To Whom are Duties Owed; Traditional Remedies
6.02 The Fiduciary Duty of Care
6.03 The Fiduciary Duty of Loyalty
6.04 Excessive Compensation and the Waste Doctrine
6.05 The Duty to Disclose
6.06 The Duty to Avoid Knowingly Illegal Conduct
6.07 The Fiduciary Duties of Controlling Shareholders
6.08 Exculpation Statutes
6.09 Indemnification and Insurance
Appendix to Chapter 6

Chapter 7. Dissension in the Closely Held Corporation
7.01 Oppression
7.02 Deadlock
Appendix to Chapter 7

Chapter 8. Remedies for Dissension
8.01 Overview: Remedies and Remedial Authority
8.02 Specific Remedies
Appendix to Chapter 8

Chapter 9. Derivative Suits
9.01 The Distinction Between Direct and Derivative Suits
9.02 Derivative Suits in Closely Held Corporations
9.03 The Demand Requirement
9.04 Standing to Bring Derivative Suits
9.05 Payment of Expenses
9.06 Derivative Suit Defenses
9.07 The Settlement or Discontinuance of Derivative Suits
9.08 To Whom Is Recovery Paid?
9.09 Procedural Issues in Derivative Suits
9.10 The Res Judicata Effect of Derivative Suits
9.11 Derivative Suits in Federal Court