Comprehensive Legal Outline

Everything you need to know on Corporations and other Business Associations in California for law school and the California Bar Exam in a clear and easy to understand substantive law outline. This outline is designed to cover not only the essentials but will also provide you with all the necessary rules of law so that you will have a deep understanding of each subject area to push your essay answers over the top.

Note: This outline covers the entire course.

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Sections Included

• Non-corporate Entities
  
• Partnerships
  
• Characteristics
• Rights and Liabilities of Partners
• Dissociation/Dissolution of a Partnership
• Limited Liability Company (LLC)
• Taxation of Non-Corporate Entities
  
  
• Corporation Properties
• General Corporate Properties
• Conflicts of Law
  
  
• Corporate Formation
• Formalities of Formation
• Defective Incorporation Problems
• De Jure Incorporation
• De Facto Incorporation
• Corporation by Estoppel
• Consequences of Defective Formation
• Piercing the Corporate Veil
• Enterprise Liability Theory
• Deep Rock Doctrine
  
  
• Stock Issues
• Stock Subscriptions
• Valid Issuance
• Classification of Stock
• Dividends
• Repurchase/Redemption
  
  
• Stock Transfer Liability
• Common Law
• 10b-5
• 16(b)
  
  
• Powers and Management - Rights of Officers, Directors and Shareholders
• Powers
• Officers
• Directors
• Shareholders
  
  
• Officer's/Director's Fiduciary Duties of Care and Loyalty
• Duty of Care
• Duty of Loyalty
• Ratification
  
  
• Closed Corporations
• Liability
• Shareholder Agreements
• Restrictions on Transfer of Shares
• Fiduciary Duties
  
  
• Terminating/Changing Corporate Structure
• Appraisal Rights of Dissenting Shareholders
• Mergers
• Sale of Substantially All Assets
• Amendment of Articles/Bylaws
• Dissolution and Liquidation
• Controlling Shareholder Limitations
• Tender Offers