Legal Aspects of Corporate Management and Finance | Don Mayer, Daniel Warner, George Siedel, and Jethro K. Lieberman

- 1Introduction to Law and Legal Systems
  - 1.1What Is Law?
  - 1.2Schools of Legal Thought
  - 1.3Basic Concepts and Categories of US Positive Law
  - 1.4Sources of Law and Their Priority
  - 1.5Legal and Political Systems of the World
  - 1.6A Sample Case
  - 1.7Summary and Exercises
- 2Corporate Social Responsibility and Business Ethics
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  - 2.1What Is Ethics?
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  - 2.2Major Ethical Perspectives
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  - 2.3An Ethical Decision Model
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  - 2.4Corporations and Corporate Governance
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  - 2.5Summary and Exercises
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- 3Courts and the Legal Process
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  - 3.1The Relationship between State and Federal Court Systems in the United States
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  - 3.2The Problem of Jurisdiction
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  - 3.3Motions and Discovery
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  - 3.4The Pretrial and Trial Phase
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  - 3.5Judgment, Appeal, and Execution
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  - 3.6When Can Someone Bring a Lawsuit?
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  - 3.7Relations with Lawyers
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  - 3.8Alternative Means of Resolving Disputes
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  - 3.9Cases
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- 4Constitutional Law and US Commerce
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  - 4.1Basic Aspects of the US Constitution
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  - 4.2The Commerce Clause
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  - 4.3Dormant Commerce Clause
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  - 4.4Preemption: The Supremacy Clause
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  - 4.5Business and the Bill of Rights
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  - 4.6Cases
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  - 4.7Summary and Exercises
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- 5Administrative Law
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  - 5.1Administrative Agencies: Their Structure and Powers
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  - 5.2Controlling Administrative Agencies
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  - 5.3The Administrative Procedure Act
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  - 5.4Administrative Burdens on Business Operations
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  - 5.5The Scope of Judicial Review
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  - 5.6Cases
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  - 5.7Summary and Exercises
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- 6Criminal Law
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  - 6.1The Nature of Criminal Law
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  - 6.2Types of Crimes
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  - 6.3The Nature of a Criminal Act
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  - 6.4Responsibility
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  - 6.5Procedure
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  - 6.6Constitutional Rights of the Accused
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  - 6.7Cases
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  - 6.8Summary and Exercises
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- 7Introduction to Tort Law
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  - 7.1Purpose of Tort Laws
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  - 7.2Intentional Torts
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  - 7.3Negligence
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  - 7.4Strict Liability
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  - 7.5Cases
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  - 7.6Summary and Exercises
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- 8Contracts
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  - 8.1General Perspectives on Contracts
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  - 8.2Contract Formation
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  - 8.3Remedies
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  - 8.4Cases
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  - 8.5Summary and Exercises
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- 9Relationships between Principal and Agent
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  - 9.1Introduction to Agency and the Types of Agents
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  - 9.2Duties between Agent and Principal
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  - 9.3Cases
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  - 9.4Summary and Exercises
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- 10Liability of Principal and Agent; Termination of Agency
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  - 10.1Principal’s Contract Liability
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  - 10.2Principal’s Tort and Criminal Liability
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  - 10.3Agent’s Personal Liability for Torts and Contracts; Termination of Agency
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  - 10.4Cases
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  - 10.5Summary and Exercises
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- 11Partnerships: General Characteristics and Formation
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  - 11.1Introduction to Partnerships and Entity Theory
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  - 11.2Partnership Formation
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  - 11.3Cases
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  - 11.4Summary and Exercises
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- 12Partnership Operation and Termination
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  - 12.1Operation: Relations among Partners
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  - 12.2Operation: The Partnership and Third Parties
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  - 12.3Dissolution and Winding Up
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  - 12.4Cases
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  - 12.5Summary and Exercises
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- 13Hybrid Business Forms
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  - 13.1Limited Partnerships
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  - 13.2Limited Liability Companies
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  - 13.3Other Forms
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  - 13.4Cases
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  - 13.5Summary and Exercises
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- 14Corporation: General Characteristics and Formation
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  - 14.1Historical Background
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  - 14.2Partnerships versus Corporations
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  - 14.3The Corporate Veil: The Corporation as a Legal Entity
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  - 14.4Classifications of Corporations
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  - 14.5Corporate Organization
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  - 14.6Effect of Organization
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  - 14.7Cases
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  - 14.8Summary and Exercises
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- 15Legal Aspects of Corporate Finance
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  - 15.1General Sources of Corporate Funds
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  - 15.2Bonds
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  - 15.3Types of Stock
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  - 15.4Initial Public Offerings and Consideration for Stock
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  - 15.5Dividends
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  - 15.6The Winds of Change
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  - 15.7Cases
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  - 15.8Summary and Exercises
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- 16Corporate Powers and Management
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  - 16.1Powers of a Corporation
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  - 16.2Rights of Shareholders
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  - 16.3Duties and Powers of Directors and Officers
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  - 16.4Liability of Directors and Officers
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  - 16.5Cases
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  - 16.6Summary and Exercises
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- 17Securities Regulation
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  - 17.1The Nature of Securities Regulation
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  - 17.2Liability under Securities Law
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  - 17.3Cases
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  - 17.4Summary and Exercises
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- 18Corporate Expansion, State and Federal Regulation of Foreign Corporations, and Corporate Dissolution
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  - 18.1Corporate Expansion
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  - 18.2Foreign Corporations
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  - 18.3Dissolution
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  - 18.4Cases
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  - 18.5Summary and Exercises
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- 19Nature and Form of Commercial Paper
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  - 19.1Introduction to Commercial Paper
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  - 19.2Scope of Article 3 and Types of Commercial Paper and Parties
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  - 19.3Requirements for Negotiability
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  - 19.4Cases
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  - 19.5Summary and Exercises
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- 20Negotiation of Commercial Paper
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  - 20.1Transfer and Negotiation of Commercial Paper
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  - 20.2Indorsements
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  - 20.3Problems and Issues in Negotiation
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  - 20.4Cases
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  - 20.5Summary and Exercises
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- 21Holder in Due Course and Defenses
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  - 21.1Holder in Due Course
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  - 21.2Defenses and Role in Consumer Transactions
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  - 21.3Cases
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  - 21.4Summary and Exercises
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- 22Liability and Discharge
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  - 22.1Liability Imposed by Signature: Agents, Authorized and Unauthorized
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  - 22.2Contract Liability of Parties
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  - 22.3Warranty Liability of Parties
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  - 22.4Discharge
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  - 22.5Cases
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  - 22.6Summary and Exercises
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- 23Legal Aspects of Banking
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  - 23.1Banks and Their Customers
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  - 23.2Electronic Funds Transfers
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  - 23.3Wholesale Transactions and Letters of Credit
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  - 23.4Cases
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  - 23.5Summary and Exercises
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- 24Consumer Credit Transactions
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  - 24.1Entering into a Credit Transaction
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  - 24.2Consumer Protection Laws and Debt Collection Practices
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  - 24.3Cases
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  - 24.4Summary and Exercises
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- 25Secured Transactions and Suretyship
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  - 25.1Introduction to Secured Transactions
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  - 25.2Priorities
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  - 25.3Rights of Creditor on Default and Disposition after Repossession
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  - 25.4Suretyship
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  - 25.5Cases
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  - 25.6Summary and Exercises
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- 26Mortgages and Nonconsensual Liens
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  - 26.1Uses, History, and Creation of Mortgages
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  - 26.2Priority, Termination of the Mortgage, and Other Methods of Using Real Estate as Security
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  - 26.3Nonconsensual Lien
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  - 26.4Cases
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  - 26.5Summary and Exercises
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- 27Bankruptcy
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  - 27.1Introduction to Bankruptcy and Overview of the 2005 Bankruptcy Act
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  - 27.2Case Administration; Creditors’ Claims; Debtors’ Exemptions and Dischargeable Debts; Debtor’s Estate
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  - 27.3Chapter 7 Liquidation
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  - 27.4Chapter 11 and Chapter 13 Bankruptcies
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  - 27.5Alternatives to Bankruptcy
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  - 27.6Cases
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  - 27.7Summary and Exercises
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