This text offers a practical application of the regulatory framework and legal theory concerning corporate and securities law. Use it to help you solve the major problems involved in representing directors, officers, and shareholders of publicly traded corporations.
This text:
- Provides an analysis of essential corporate governance principles and policies
- Describes principles of modern Delaware corporate law
- Explains Delaware's various standards of care as applied by courts
- Includes rigorous discussion of federal securities laws and regulations, including separate chapters on:
- The Securities Act of 1933
- 1934 Exchange Act
- Private Securities Litigation Reform Act
- Sarbanes-Oxley Act, Dodd-Frank Act, and JOBS Act
- Proxy regulation and shareholder proposals
- Securities fraud litigation under Rule 10b-5
- Reliance in the context of securities fraud
- Materiality and the duty to disclose
- Scienter from a circuit-by-circuit perspective
- Loss causation
- Insider trading
- Takeover defenses
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