Representing Corporate Officers and Directors Book

	Preface
	About the Author
	Acknowledgments
Chapter 1	Introduction
1.01	Introduction
1.02	Overview of This Book
1.03	Recent Major Developments
1.04	Action by Self-Regulatory Organizations
Chapter 2	Managerial Structure of a Corporation
2.01	Corporate Managerial Structure
2.02	Directors
2.03	Officers
2.04	Committees
Chapter 3	Duty of Care
3.01	Introduction
3.02	Checklist: A Risk-Reducing Program
3.03	State Statutes, Model Statutes and the Duty of Care
3.04	Checklist: Directors' Performance
3.05	Prudent Person in Like Position Standard
3.06	Personal Business Affairs Standards
3.07	Reasonable Inquiry Standard
3.08	The Rule of Common Law
3.09	Fiduciary Duty Problems
3.10	The Duty of Loyalty
3.11	Business Judgment Rule
3.12	Breach of Duty of Care
3.13	Attack on Care in Business Decisions
3.14	Reliance on Advice of Counsel
3.15	Reliance on Advice of Corporate Employees and Experts
3.16	Model Business Corporation Act Provisions Concerning Attorneys and Other Experts
3.17	State Statutory Considerations of the Reliance Defense
3.18	Checklist: Reliance Defense
3.19	Reliance on Reports Issued by Board Committees
3.20	Delegation to Committees
3.21	Reliance on Corporate Books and Records
3.22	Reliance on Corporate Books and Records: Declaration of Dividends
3.23	Dealing with Accountants
3.24	Improperly Influencing Audits under Sarbanes-Oxley Act
3.25	Challenging Directors' Decisions
3.26	Supervision by Directors and Officers
3.27	Causal Relationship Between Director Breach and Damages
3.28	Improper Distributions
Chapter 4	Conflicts of Interest
4.01	Introduction
4.02	Competition by a Fiduciary
4.03	Examples of Conflict of Interest Transactions
4.04	Loans
4.05	Secret Profits
4.06	Voting Considerations
4.07	Forms: Resolutions
4.08	Disinterested Director Ratification
4.09	The Dominating Director
4.10	Minority Shareholders
4.11	Duty to Safeguard Confidential or Inside Information
Chapter 5	Corporate Opportunity
5.01	Overview
5.02	Guth v. Loft: Line of Business Test
5.03	Interest or Expectancy Test
5.04	Fairness Test
5.05	Major Elements-In General
5.06	Opportunity and Corporate Business
5.07	Corporate or Individual Capacity
5.08	Corporate Resources
5.09	Acquisition of Competitive Interest
5.10	The Corporation's Rejection of an Opportunity
5.11	Financial Capacity
5.12	Variations in Director Relationships
5.13	Closely Held Corporations
5.14	Competition with the Corporation
5.15	Pointers for Corporate Planning
Chapter 6	Selling Control
6.01	Corporate Control
6.02	Specific Qualifications to General Rule
6.03	Misappropriation of Assets or Opportunities
6.04	Sale of Corporate Office
6.05	Corporate Looting
6.06	Fraud Associated with Purchases from Minority Shareholders
6.07	Breach of Fiduciary Duty
6.08	Control and Closely Held Corporations
6.09	Nonselling Directors' Liability
6.10	Impact of Federal Securities Law
Chapter 7	Directors' Role in Tender Offers
7.01	Overview
7.02	Anti-Takeover Measures
7.03	Two-Tier and Squeeze-Out Mergers
7.04	Golden Parachute Agreements
7.05	Poison Pill Plans
7.06	Greenmail
Chapter 8	Potential Liability-Tender Offers
8.01	Introduction
8.02	The Watershed Year
8.03	Business Judgment Rule in Takeovers: Overview of Enhanced Scrutiny
8.04	Business Judgment Rule in Takeovers: Norm Is Enhanced Scrutiny with Some Changes
8.05	Pac-Man Defense
8.06	Defensive Antitrust Acquisitions
8.07	Williams Act
8.08	Self-Tender Offers
Chapter 9	Implementing Mergers and Acquisitions
9.01	Overview
9.02	Checklist: Steps in a Merger
9.03	Checklist: The Merger Agreement
9.04	Agreement of Merger (Delaware Corporations)
9.05	Securities Law Considerations in a Friendly Business Combination
9.06	Securities Considerations in Tender Offers
9.07	State Law Considerations
9.08	Antitrust Considerations
9.09	Tax Considerations
9.10	Accounting Considerations
9.11	Labor Law Considerations
9.12	M&A Activity Involving Closely Held Corporations, Controlling Shareholders, and Partnerships
9.13	Contract Right between Stockholders of a Close Corporation to Permit One to Purchase Stock from the Other
9.14	The Standard of Review in M&A Transactions
9.15	A Glossary of Takeover Terms and Tactics
Chapter 10	Liability Under Federal Securities Laws
10.01	Overview of Federal Securities Laws and Securities Defined
10.02	Liability under the Securities Act
10.03	Liability under the Exchange Act
10.04	Liability under the Sarbanes-Oxley Act of 2002
Chapter 11	Dividends and Other Corporate Distributions
11.01	Definition of Dividend
11.02	Form: Provision for Declaration of Dividends
11.03	Funds from Which Dividends May Be Paid
11.04	Cash Dividends
11.05	Form: Mandatory Provision for Declaration of Dividend
11.06	Stock Dividends
11.07	Form: Dividend Payment on Jointly Held Stock
11.08	Stock Splits
11.09	Form: Declaration of a Stock Dividend
11.10	Wasting Assets Corporations
11.11	Form: Declaration of Cumulative Preferred Dividend
11.12	Directors' Discretion and Duty to Pay Dividends
11.13	Form: Time for Declaration of Dividend (Two Classes of Common Stock)
11.14	Directors' Discretion and Minority Shareholders
11.15	Necessary Dividends
11.16	Directors' Liability for Improper Dividends
11.17	Personal Liability
11.18	Directors' Defenses
11.19	Contribution
11.20	Liability of Stockholders
Chapter 12	Nonprofit Corporations
12.01	Overview
12.02	Fiduciary Duties of Officers and Directors
12.03	Penalties Under Federal Tax Law
12.04	Revised Model Nonprofit Corporation Act; State Statutes
Chapter 13	Indemnification and Insurance
13.01	Overview
13.02	Indemnification Statutes-In General
13.03	Specific States
13.04	Indemnification and Contribution under Federal Law
13.05	Directors' and Officers' Liability Insurance
13.06	Insurance-The Basics
13.07	Extent of Coverage
13.08	Sarbanes-Oxley
13.09	Tax Law Treatment of Indemnification and Insurance
Appendix A	The Sarbanes-Oxley Act
Appendix B	New NYSE Rules
Appendix C	New NASDAQ Rules
	Table of Cases
	Index