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Delaware Corporation Law and Practice

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ISBN: 9780820512457
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ISBN: 9781579111038
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Delaware Corporation Law and Practice is an invaluable reference not only for attorneys in Delaware, but also for practitioners all over the country. Three national authorities provide in-depth, section-by-section analysis of the General Corporation Law of Delaware, dentifying trends and clarifying case law interpreting the statute.

Frequently cited by federal, Delaware and other state courts, Delaware Corporation Law and Practice provides practical insight and expert guidance on virtually every type of corporate transaction. Turn to this indispensable resource whenever you need authoritative answers on:

•   How corporations are formed, including the organization meeting and responsibilities pre-incorporation
•   Filing the certificate of incorporation, and its mandatory and optional provisions
•   The adoption, amendment and repeal of bylaws
•   Stock issuance, purchase and redemption
•   Tender offers
•   Dividend declaration, payment and distribution
•   Stockholder meetings
•   Emergency provisions
•   The powers, duties and rights of shareholders, officers, directors, agents and employees
•   And much more

Delaware Corporation Law and Practice saves you time and effort by organizing this wealth of information by topic in two quick-access volumes - complete with statutory appendices, sample forms and a table of cases.

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Table of Contents

CHAPTER 1 The Historical Roots of Delaware's Modern Corporation Law

CHAPTER 2 The Court of Chancery--An Overview

CHAPTER 3 The Division of Corporations--An Overview

CHAPTER 4 The General Corporation law--Its Availability & Construction

CHAPTER 5 Incorporating

CHAPTER 6 The Certificate of Incorporation

CHAPTER 7 Execution of Certificates

CHAPTER 8 Commencement of Corporate Activity and the Nature of Corporate Existence

CHAPTER 9 Bylaws

CHAPTER 10 Subscription Agreements

CHAPTER 11 Corporate Powers


CHAPTER 12 Registered Office and Registered Agent

CHAPTER 13 Directors

CHAPTER 14 Officers and Employees

CHAPTER 15 The Proper Exercise of Directors' Responsibilities

CHAPTER 16 Indemnification


CHAPTER 17 Corporate Stock Issuance

CHAPTER 18 Stock Certificates and Situs of Stock

CHAPTER 19 Purchase or Redemption of Shares

CHAPTER 20 Dividends

CHAPTER 21 Agreements Compelling Stockholder Votes

CHAPTER 22 Transfers and Restrictions on Transfers and Ownership of Stock

CHAPTER 23 Tender Offer Regulation

CHAPTER 24 Stockholder Meetings

CHAPTER 25 Voting at Stockholder Meetings

CHAPTER 26 Voting Trusts and Other Voting Agreements

CHAPTER 27 The Right to Inspect Corporate Books & Records

CHAPTER 28 Computerized Corporate Records

CHAPTER 29 Judicial Review of Elections and Other Stockholder Actions

CHAPTER 30 Custodians for Deadlocked Solvent Corporations

CHAPTER 31 Stockholder Action by Consent

CHAPTER 32 Charter Amendments

CHAPTER 33 Retirement of Stock and Reduction of Capital

CHAPTER 34 Restated Certificates of Incorporation

CHAPTER 35 Mergers, Consolidations and Conversions

CHAPTER 36 Appraisal Rights

CHAPTER 37 Sale of Assets

CHAPTER 38 Dissolution and Winding Up

CHAPTER 39 Insolvency and Receiverships

CHAPTER 40 Renewal, Revival, Extension, and Restoration of Certificate of Incorporation

CHAPTER 41 Suits Involving Corporations

CHAPTER 42 Stockholder Derivative Actions

CHAPTER 43 Close Corporations

CHAPTER 43A Public Benefit Corporations

CHAPTER 44 Foreign Corporations in Delaware

CHAPTER 45 Domestication and Transfer of Non-United States Corporations