| Acknowledgments |
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xxxiii | |
| Restatement (2d) Agency (1958) |
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1 | (1) |
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Chapter 1 Introductory Matters |
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2 | (4) |
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§1 Agency; Principal; Agent |
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2 | (1) |
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§2 Master; Servant; Independent Contractor |
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2 | (1) |
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§3 General Agent; Special Agent |
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3 | (1) |
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§4 Disclosed Principal; Partially Disclosed Principal; Undisclosed Principal |
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3 | (1) |
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3 | (1) |
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4 | (1) |
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4 | (1) |
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§8A Inherent Agency Power |
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4 | (1) |
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§8B Estoppel-Change of Position |
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5 | (1) |
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6 | (1) |
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Chapter 3 Creation and Interpretation of Authority and Apparent Authority |
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6 | (1) |
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§26 Creation of Authority; General Rule |
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6 | (1) |
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§27 Creation of Apparent Authority: General Rule |
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6 | (1) |
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§35 When Incidental Authority Is Inferred |
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7 | (1) |
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§43 Acquiescence by Principal in Agent's Conduct |
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7 | (1) |
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7 | (1) |
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7 | (1) |
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7 | (1) |
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§94 Failure to Act as Affirmance |
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7 | (1) |
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§100 Effect of Ratification; in General |
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7 | (1) |
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Chapter 5 Termination of Agency Powers |
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8 | (1) |
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§118 Revocation or Renunciation |
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8 | (1) |
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§124A Effect of Termination of Authority Upon Apparent Authority and Other Powers |
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8 | (1) |
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§136 Notification Terminating Apparent Authority |
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8 | (1) |
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Chapter 6 Liability of the Principal to Third Persons; Contracts and Conveyances |
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9 | (2) |
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§140 Liability Based Upon Agency Principles |
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9 | (1) |
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10 | (1) |
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10 | (1) |
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§161 Unauthorized Acts of General Agent |
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10 | (1) |
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10 | (1) |
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§194 Acts of General Agents |
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11 | (1) |
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§195 Acts of Manager Appearing to Be Owner |
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11 | (1) |
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Chapter 7 Liability of the Principal to Third Persons; Torts |
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11 | (3) |
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§215 Conduct Authorized but Unintended by Principal |
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11 | (1) |
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§216 Unauthorized Tortious Conduct |
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12 | (1) |
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12 | (1) |
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12 | (1) |
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§219 When Master Is Liable for Torts of His Servants |
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12 | (1) |
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§220 Definition of Servant |
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12 | (1) |
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13 | (1) |
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14 | (1) |
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§231 Criminal or Tortious Acts |
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14 | (1) |
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14 | (1) |
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Chapter 13 Duties and Liabilities of Agent to Principal |
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14 | (5) |
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§379 Duty of Care and Skill |
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14 | (1) |
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§381 Duty to Give Information |
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15 | (1) |
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15 | (1) |
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15 | (1) |
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§388 Duty to Account for Profits Arising Out of Employment |
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15 | (1) |
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§389 Acting as Adverse Party Without Principal's Consent |
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16 | (1) |
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§390 Acting as Adverse Party with Principal's Consent |
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16 | (1) |
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§391 Acting for Adverse Party Without Principal's Consent |
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17 | (1) |
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§393 Competition as to Subject Matter of Agency |
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17 | (1) |
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§395 Using or Disclosing Confidential Information |
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17 | (2) |
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Restatement (3d) Agency (2006) |
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19 | (22) |
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Chapter 1 Introductory Matters |
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20 | (2) |
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20 | (1) |
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§1.02 Parties Labeling and Popular Usage Not Controlling |
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20 | (1) |
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21 | (1) |
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21 | (1) |
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Chapter 2 Principles of Attribution |
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22 | (2) |
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22 | (1) |
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§2.02 Scope of Actual Authority |
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23 | (1) |
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23 | (1) |
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§2.04 Respondeat Superior |
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23 | (1) |
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§2.05 Estoppel to Deny Existence of Agency Relationship |
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23 | (1) |
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§2.06 Liability of Undisclosed Principal |
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24 | (1) |
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§2.07 Restitution of Benefit |
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24 | (1) |
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Chapter 3 Creation and Termination of Authority and Agency Relationships |
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24 | (5) |
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§3.01 Creation of Actual Authority |
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24 | (1) |
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§3.02 Formal Requirements |
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24 | (1) |
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§3.03 Creation of Apparent Authority |
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24 | (3) |
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§3.06 Termination of Actual Authority-In General |
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27 | (1) |
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§3.09 Termination by Agreement or by Occurrence of Changed Circumstances |
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27 | (1) |
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§3.10 Manifestation Terminating Actual Authority |
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27 | (1) |
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§3.11 Termination of Apparent Authority |
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27 | (1) |
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§3.12 Power Given as Security: Irrevocable Proxy |
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28 | (1) |
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29 | (1) |
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§4.01 Ratification Defined |
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29 | (1) |
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§4.02 Effect of Ratification |
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29 | (1) |
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§4.03 Acts That May Be Ratified |
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30 | (1) |
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§4.05 Timing of Ratification |
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30 | (1) |
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§4.06 Knowledge Requisite to Ratification |
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30 | (1) |
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§4.08 Estoppel to Deny Ratification |
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30 | (1) |
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Chapter 5 Notifications and Notice |
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30 | (2) |
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§5.01 Notifications and Notice-In General |
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30 | (1) |
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§5.02 Notification Given by or to an Agent |
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31 | (1) |
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§5.03 Imputation of Notice of Fact to Principal |
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31 | (1) |
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§5.04 An Agent Who Acts Adversely to a Principal |
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31 | (1) |
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Chapter 6 Contracts and Other Transactions with Third Parties |
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32 | (2) |
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§6.01 Agent for Disclosed Principal |
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32 | (1) |
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§6.02 Agent for Unidentified Principal |
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32 | (1) |
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§6.03 Agent for Undisclosed Principal |
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32 | (1) |
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§6.04 Principal Does Not Exist or Lacks Capacity |
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32 | (1) |
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§6.10 Agent's Implied Warranty of Authority |
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33 | (1) |
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§6.11 Agent's Representations |
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33 | (1) |
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Chapter 7 Torts-Liability of Agent and Principal |
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34 | (2) |
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§7.03 Principal's Liability-In General |
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34 | (1) |
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§7.04 Agent Acts with Actual Authority |
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34 | (1) |
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§7.05 Principal's Negligence in Conducting Activity Through Agent; Principal's Special Relationship with Another Person |
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34 | (1) |
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§7.07 Employee Acting Within Scope of Employment |
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35 | (1) |
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§7.08 Agent Acts with Apparent Authority |
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35 | (1) |
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Chapter 8 Duties of Agent and Principal to Each Other |
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36 | (5) |
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§8.01 General Fiduciary Principle |
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36 | (1) |
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§8.02 Material Benefit Arising Out of Position |
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36 | (1) |
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§8.03 Acting as or on Behalf of an Adverse Party |
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36 | (1) |
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36 | (1) |
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§8.05 Use of Principal's Property; Use of Confidential Information |
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37 | (1) |
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§8.06 Principal's Consent |
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37 | (1) |
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§8.07 Duty Created by Contract |
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37 | (1) |
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§8.08 Dudes of Care, Competence, and Diligence |
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37 | (1) |
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§8.09 Duty to Act Only Within Scope of Actual Authority and to Comply with Principal's Lawful Instructions |
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38 | (1) |
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§8.10 Duty of Good Conduct |
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38 | (1) |
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§8.11 Duty to Provide Information |
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38 | (1) |
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38 | (1) |
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§8.15 Principal's Duty to Deal Fairly and in Good Faith |
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39 | (2) |
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Restatement (Second) of Trusts |
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41 | (2) |
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§203 Accountability for Profits in the Absence of a Breach of Trust |
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41 | (1) |
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§205 Liability in Case of Breach of Trust |
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41 | (1) |
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§206 Liability for Breach of Loyalty |
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41 | (2) |
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Uniform Partnership Act (1914) |
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43 | (16) |
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44 | (1) |
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§7 Rules for Determining the Existence of a Partnership |
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44 | (1) |
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44 | (1) |
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§9 Partner Agent of Partnership as to Partnership Business |
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45 | (1) |
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§10 Conveyance of Real Property of the Partnership |
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45 | (1) |
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§11 Partnership Bound by Admission of Partner |
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46 | (1) |
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§12 Partnership Charged with Knowledge of or Notice to Partner |
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46 | (1) |
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§13 Partnership Bound by Partner's Wrongful Act |
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46 | (1) |
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§14 Partnership Bound by Partner's Breach of Trust |
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47 | (1) |
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§15 Nature of Partner's Liability |
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47 | (1) |
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47 | (1) |
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§17 Liability of Incoming Partner |
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48 | (1) |
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§18 Rules Determining Rights and Duties of Partners |
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48 | (1) |
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48 | (1) |
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§20 Duty of Partners to Render Information |
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49 | (1) |
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§21 Partner Accountable as a Fiduciary |
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49 | (1) |
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49 | (1) |
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§23 Continuation of Partnership Beyond Fixed Term |
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49 | (1) |
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§24 Extent of Property Rights of a Partner |
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50 | (1) |
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§25 Nature of a Partner's Right in Specific Partnership Property |
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50 | (1) |
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§26 Nature of Partner's Interest in the Partnership |
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50 | (1) |
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§27 Assignment of Partner's Interest |
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50 | (1) |
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§28 Partner's Interest Subject to Charging Order |
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51 | (1) |
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51 | (1) |
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§30 Partnership Not Terminated by Dissolution |
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51 | (1) |
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§31 Causes of Dissolution |
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52 | (1) |
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§33 General Effect of Dissolution on Authority of Partner |
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52 | (1) |
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§34 Right of Partner to Contribution from Co-partners After Dissolution |
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52 | (1) |
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§35 Power of Partner to Bind Partnership to Third Persons After Dissolution |
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53 | (1) |
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§36 Effect of Dissolution on Partner's Existing Liability |
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53 | (1) |
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54 | (1) |
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§38 Rights of Partners to Application of Partnership Property |
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54 | (1) |
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§39 Rights Where Partnership Is Dissolved for Fraud or Misrepresentation |
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55 | (1) |
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§40 Rules for Distribution |
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55 | (1) |
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§41 Liability of Persons Continuing the Business in Certain Cases |
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56 | (1) |
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§42 Rights of Retiring or Estate of Deceased Partner When the Business Is Continued |
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57 | (1) |
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58 | (1) |
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Uniform Partnership Act (1997) |
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59 | (24) |
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Article 1 General Provisions |
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60 | (3) |
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60 | (1) |
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§102 Knowledge and Notice |
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61 | (1) |
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§103 Effect of Partnership Agreement; Nonwaivable Provisions |
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62 | (1) |
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62 | (1) |
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Article 2 Nature of Partnership |
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63 | (1) |
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§201 Partnership as Entity |
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63 | (1) |
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§202 Formation of Partnership |
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63 | (1) |
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§203 Partnership Property |
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63 | (1) |
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§204 When Property Is Partnership Property |
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64 | (1) |
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Article 3 Relations of Partners to Persons Dealing with Partnership |
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64 | (4) |
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§301 Partner Agent of Partnership |
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64 | (1) |
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§303 Statement of Partnership Authority |
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65 | (1) |
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§305 Partnership Liable for Partner's Actionable Conduct |
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66 | (1) |
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66 | (1) |
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§307 Actions By and Against Partnership and Partners |
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66 | (1) |
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§308 Liability of Purported Partner |
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67 | (1) |
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Article 4 Relations of Partners to Each Other and to Partnership |
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68 | (2) |
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§401 Partner's Rights and Duties |
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68 | (1) |
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§403 Partner's Rights and Duties with Respect to Information |
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69 | (1) |
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§404 General Standards of Partner's Conduct |
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69 | (1) |
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Article 5 Transferees and Creditors of Partner |
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70 | (2) |
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§501 Partner Not Co-owner of Partnership Property |
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70 | (1) |
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§502 Partner's Transferable Interest in Partnership |
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70 | (1) |
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§503 Transfer of Partner's Transferable Interest |
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71 | (1) |
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§504 Partner's Transferable Interest Subject to Charging Order |
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71 | (1) |
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Article 6 Partner's Dissociation |
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72 | (2) |
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§601 Events Causing Partner's Dissociation |
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72 | (1) |
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§602 Partner's Power to Dissociate; Wrongful Dissociation |
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73 | (1) |
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§603 Effect of Partner's Dissociation |
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74 | (1) |
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Article 7 Partner's Dissociation When Business Not Wound Up |
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74 | (3) |
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§701 Purchase of Dissociated Partner's Interest |
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74 | (2) |
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§702 Dissociated Partner's Power to Bind and Liability to Partnership |
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76 | (1) |
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§703 Dissociated Partner's Liability to Other Persons |
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76 | (1) |
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§704 Statement of Dissociation |
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77 | (1) |
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Article 8 Winding Up Partnership Business |
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77 | (3) |
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§801 Events Causing Dissolution and Winding Up of Partnership Business |
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77 | (1) |
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§802 Partnership Continues After Dissolution |
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78 | (1) |
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§803 Right to Wind Up Partnership Business |
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79 | (1) |
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§804 Partner's Power to Bind Partnership After Dissolution |
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79 | (1) |
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§807 Setdement of Accounts and Contributions Among Partners |
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79 | (1) |
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Article 10 Limited Liability Partnership |
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80 | (3) |
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§1001 Statement of Qualification |
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80 | (1) |
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81 | (1) |
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81 | (2) |
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Uniform Partnership Act (Amended 2013) |
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83 | (34) |
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Article 1 General Provisions |
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84 | (5) |
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84 | (2) |
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§103 Knowledge and Notice |
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86 | (1) |
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87 | (1) |
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§105 Partnership Agreement; Scope, Function, And Limitations |
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87 | (2) |
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Article 2 Nature of Partnership |
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89 | (2) |
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§201 Partnership as Entity |
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89 | (1) |
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§202 Formation of Partnership |
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89 | (1) |
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§203 Partnership Property |
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90 | (1) |
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§204 When Property Is Partnership Property |
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90 | (1) |
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Article 3 Relations of Partners to Persons Dealing with Partnership |
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91 | (5) |
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§301 Partner Agent of Partnership |
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91 | (1) |
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§303 Statement of Partnership Authority |
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91 | (2) |
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§305 Partnership Liable for Partner's Actionable Conduct |
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93 | (1) |
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93 | (1) |
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§307 Actions By and Against Partnership and Partners |
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94 | (1) |
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§308 Liability of Purported Partner |
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95 | (1) |
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Article 4 Relations of Partners to Each Other and to Partnership |
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96 | (5) |
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§401 Partner's Rights and Duties |
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96 | (1) |
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§403 Form of Contribution |
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97 | (1) |
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§404 Liability for Contribution |
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97 | (1) |
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§405 Sharing of and Right to Distributions Before Dissolution |
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97 | (1) |
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§406 Limitations on Distributions By Limited Liability Partnership |
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98 | (1) |
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§408 Right to Information of Partners and Persons Dissociated as Partners |
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99 | (1) |
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§409 Standards of Conduct for Partners |
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100 | (1) |
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Article 5 Transferable Interests and Rights of Transferees and Creditors |
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101 | (2) |
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§501 Partner Not Co-owner of Partnership Property |
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101 | (1) |
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§502 Nature of Transferable Interest |
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101 | (1) |
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§503 Transfer of Transferable Interest |
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101 | (1) |
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102 | (1) |
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103 | (3) |
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§601 Events Causing Dissociation |
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103 | (2) |
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§602 Power to Dissociate as Partner; Wrongful Dissociation |
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105 | (1) |
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§603 Effect of Dissociation |
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105 | (1) |
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Article 7 Person's Dissociation as a Partner When Business not Wound Up |
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106 | (2) |
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§701 Purchase of Interest of Person Dissociated as Partner |
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106 | (1) |
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§702 Power to Bind and Liability of Person Dissociated as Partner |
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107 | (1) |
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§703 Liability of Persons Dissociated as Partner to Other Persons |
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108 | (1) |
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§704 Statement of Dissociation |
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108 | (1) |
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Article 8 Dissolution and Winding Up |
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108 | (5) |
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§801 Events Causing Dissolution |
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108 | (1) |
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109 | (1) |
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§804 Power to Bind Partnership After Dissolution |
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110 | (1) |
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§805 Liability After Dissolution of Partner and Person Dissociated as Partner |
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111 | (1) |
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§806 Disposition of Assets in Winding Up; When Contributions Required |
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111 | (2) |
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Article 9 Limited Liability Partnership |
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113 | (4) |
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§901 Statement of Qualification |
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113 | (1) |
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113 | (2) |
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§903 Administrative Revocation of Statement of Qualification |
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115 | (2) |
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Delaware Revised Uniform Partnership Act |
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117 | (38) |
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Subchapter I General Provisions |
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119 | (6) |
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119 | (1) |
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§15-102 Knowledge and notice |
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120 | (1) |
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§15-103 Effect of partnership agreement; nonwaivable provisions |
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121 | (1) |
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§15-104 Supplemental principles of law |
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122 | (1) |
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§15-105 Execution, filing and recording of statements and certificates |
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122 | (1) |
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123 | (1) |
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§15-108 Name of partnership |
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123 | (1) |
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§15-111 Registered office; registered agent |
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123 | (1) |
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§15-112 Service of process on partnership filing a statement |
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123 | (1) |
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§15-113 Service of process on a partnership not filing a statement |
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124 | (1) |
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§15-119 Business transactions of partner with the partnership |
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124 | (1) |
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§15-120 Contractual appraisal rights |
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124 | (1) |
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§15-121 Contested matters relating to partners; contested votes |
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124 | (1) |
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§15-122 Interpretation and enforcement of partnership agreement |
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125 | (1) |
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§15-123 Irrevocable power of attorney or proxy |
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125 | (1) |
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Subchapter II Nature of Partnership |
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125 | (3) |
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§15-201 Partnership as entity |
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125 | (1) |
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§15-202 Formation of partnership; powers |
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125 | (1) |
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§15-203 Partnership property |
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126 | (1) |
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§15-204 When property is partnership property |
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127 | (1) |
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§15-205 Admission without contribution or partnership interest |
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127 | (1) |
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§15-206 Form of contribution |
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127 | (1) |
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§15-207 Liability for contribution |
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128 | (1) |
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Subchapter III Relations of Partners to Persons Dealing with Partnership |
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128 | (5) |
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§15-301 Partner agent of partnership |
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128 | (1) |
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§15-302 Transfer of partnership property |
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129 | (1) |
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§15-303 Statement of partnership existence |
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129 | (1) |
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§15-305 Partnership liable for partner's actionable conduct |
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130 | (1) |
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§15-306 Partner's liability |
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130 | (1) |
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§15-307 Actions by and against partnership and partners |
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131 | (1) |
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§15-308 Liability of purported partner |
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132 | (1) |
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§15-309 Limitations on distribution |
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133 | (1) |
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Subsection IV Partnership Governance |
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133 | (4) |
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§15-401 Partner's rights and duties |
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133 | (1) |
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§15-402 Distributions in kind |
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134 | (1) |
|
§15-403 Partner's rights and duties with respect to information |
|
|
134 | (1) |
|
§15-404 General standards of partner's conduct |
|
|
135 | (1) |
|
§15-405 Actions by partnership and partners; derivative actions |
|
|
135 | (1) |
|
§15-406 Continuation of partnership beyond definite term or particular undertaking |
|
|
136 | (1) |
|
§15-407 Classes and voting |
|
|
136 | (1) |
|
§15-408 Remedies for breach of partnership agreement |
|
|
136 | (1) |
|
Subchapter V Transferees and Creditors of Partner |
|
|
137 | (2) |
|
§15-501 Partner not co-owner of partnership property |
|
|
137 | (1) |
|
§15-502 Parmer's economic interest in partnership; personal property |
|
|
137 | (1) |
|
§15-503 Transfer of partner's economic interest |
|
|
137 | (1) |
|
§15-504 Partner's economic interest subject to charging order |
|
|
138 | (1) |
|
Subchapter VI Parmer's Dissociation |
|
|
139 | (2) |
|
§15-601 Events causing partner's dissociation |
|
|
139 | (1) |
|
§15-602 Partner's power to dissociate; wrongful dissociation |
|
|
140 | (1) |
|
§15-603 Effect of partner's dissociation |
|
|
141 | (1) |
|
Subchapter VII Parmer's Dissociation When Business or Affairs Not Wound Up |
|
|
141 | (3) |
|
§15-701 Purchase of dissociated partner's partnership interest |
|
|
141 | (2) |
|
§15-702 Dissociated partner's power to bind and liability to partnership |
|
|
143 | (1) |
|
§15-703 Dissociated partner's liability to other persons |
|
|
144 | (1) |
|
§15-704 Statement of dissociation |
|
|
144 | (1) |
|
Subchapter VIII Winding Up Partnership Business or Affairs |
|
|
144 | (5) |
|
§15-801 Events causing dissolution and winding up of partnership business or affairs |
|
|
144 | (1) |
|
§15-802 Partnership continues after dissolution |
|
|
145 | (1) |
|
§15-803 Right to wind up partnership business or affairs |
|
|
146 | (1) |
|
§15-804 Parmer's power to bind partnership after dissolution |
|
|
146 | (1) |
|
§15-805 Statement of dissolution |
|
|
146 | (1) |
|
§15-806 Parmer's liability to other partners after dissolution |
|
|
147 | (1) |
|
§15-807 Setdement of accounts and contributions among partners |
|
|
147 | (2) |
|
Subchapter IX Conversion; Merger; Domestication; and Transfer |
|
|
149 | (3) |
|
§15-901 Conversion of certain endues to a domestic partnership |
|
|
149 | (1) |
|
§15-902 Merger or consolidation |
|
|
150 | (1) |
|
§15-903 Approval of conversion of a domestic partnership |
|
|
151 | (1) |
|
Subchapter X Limited Liability Partnership |
|
|
152 | (1) |
|
§15-1001 Statement of qualification of a domestic partnership |
|
|
152 | (1) |
|
|
|
152 | (1) |
|
|
|
153 | (1) |
|
Subchapter XII Miscellaneous Provisions |
|
|
153 | (2) |
|
|
|
153 | (1) |
|
§15-1208 Annual tax of partnership |
|
|
154 | (1) |
|
Delaware Revised Uniform Limited Partnership Act |
|
|
155 | (20) |
|
Subchapter I General Provisions |
|
|
156 | (1) |
|
|
|
156 | (1) |
|
Subchapter II Formation; Certificate of Limited Partnership |
|
|
157 | (1) |
|
§17-214 Limited partnerships as limited liability limited partnerships |
|
|
157 | (1) |
|
Subchapter III Limited Partners |
|
|
158 | (3) |
|
§17-301 Admission of limited partners |
|
|
158 | (1) |
|
§17-303 Liability to third parties |
|
|
159 | (1) |
|
§17-305 Access to and confidentiality of information; records |
|
|
160 | (1) |
|
Subchapter IV General Partners |
|
|
161 | (2) |
|
§17-401 Admission of general partners |
|
|
161 | (1) |
|
§17-402 Events of withdrawal |
|
|
161 | (1) |
|
§17-403 General powers and liabilities |
|
|
162 | (1) |
|
§17-404 Contributions by a general partner |
|
|
163 | (1) |
|
|
|
163 | (1) |
|
§17-502 Liability for contribution |
|
|
163 | (1) |
|
§17-503 Allocation of profits and losses |
|
|
164 | (1) |
|
§17-504 Allocation of distributions |
|
|
164 | (1) |
|
Subchapter VI Distributions and Withdrawal |
|
|
164 | (1) |
|
§17-602 Withdrawal of general partner and assignment of general partner's partnership interest |
|
|
164 | (1) |
|
§17-603 Withdrawal of limited partner |
|
|
165 | (1) |
|
§17-604 Distribution upon withdrawal |
|
|
165 | (1) |
|
Subchapter VII Assignment of Partnership Interests |
|
|
165 | (1) |
|
§17-702 Assignment of partnership interest |
|
|
165 | (1) |
|
§17-704 Right of assignee to become limited partner |
|
|
166 | (1) |
|
Subchapter VIII Dissolution |
|
|
166 | (1) |
|
§17-801 Nonjudicial dissolution |
|
|
166 | (1) |
|
|
|
167 | (1) |
|
Subchapter X Derivative Actions |
|
|
167 | (1) |
|
§17-1001 Right to bring action |
|
|
167 | (1) |
|
Subchapter XI Miscellaneous |
|
|
168 | (3) |
|
§17-1101 Construction and application of chapter and partnership agreement |
|
|
168 | (1) |
|
|
|
169 | (1) |
|
§17-1109 Annual tax of domestic limited partnership and oreign limited partnership and registered series |
|
|
170 | (1) |
|
Subchapter XII Statutory Public Benefit Limited Partnerships |
|
|
171 | (4) |
|
§17-1201 Law applicable to statutory public benefit limited partnerships; how formed |
|
|
171 | (1) |
|
§17-1202 Statutory public benefit limited partnership defined; contents of certificate of limited partnership and partnership agreement |
|
|
171 | (1) |
|
§17-1203 Certain amendments and mergers; votes required |
|
|
172 | (1) |
|
§17-1204 Duties of general partners or other persons |
|
|
173 | (1) |
|
§17-1205 Periodic statements and third-party certification |
|
|
173 | (1) |
|
§17-1206 Derivative suits |
|
|
174 | (1) |
|
Delaware Limited Liability Company Act |
|
|
175 | (24) |
|
Subchapter I General Provisions |
|
|
176 | (3) |
|
|
|
176 | (1) |
|
§18-102 Name set forth in certificate |
|
|
177 | (1) |
|
§18-104 Registered office; registered agent |
|
|
178 | (1) |
|
§18-106 Nature of business permitted; powers |
|
|
178 | (1) |
|
§18-107 Business transactions of member or manager with the limited liability company |
|
|
178 | (1) |
|
|
|
179 | (1) |
|
§18-110 Contested matters relating to managers; contested votes |
|
|
179 | (1) |
|
Subchapter II Formation; Certificate of Formation |
|
|
179 | (3) |
|
§18-201 Certificate of formation |
|
|
179 | (1) |
|
§18-202 Amendment to certificate of formation |
|
|
180 | (1) |
|
|
|
180 | (1) |
|
|
|
180 | (1) |
|
§18-209 Merger and consolidation |
|
|
181 | (1) |
|
§18-210 No statutory appraisal rights |
|
|
181 | (1) |
|
§18-215 Series of members, managers, limited liability company interests or assets |
|
|
182 | (1) |
|
|
|
182 | (2) |
|
§18-301 Admission of members |
|
|
182 | (1) |
|
§18-302 Classes and voting |
|
|
182 | (1) |
|
§18-303 Liability to third parties |
|
|
183 | (1) |
|
§18-304 Events of bankruptcy |
|
|
183 | (1) |
|
§18-305 Access to and confidentiality of information; records |
|
|
183 | (1) |
|
|
|
184 | (2) |
|
§18-401 Admission of managers |
|
|
184 | (1) |
|
§18-402 Management of limited liability company |
|
|
184 | (1) |
|
§18-403 Contributions by a manager |
|
|
185 | (1) |
|
§18-404 Classes and voting |
|
|
185 | (1) |
|
§18-405 Remedies for breach of limited liability company agreement by manager |
|
|
185 | (1) |
|
§18-407 Delegation of rights and powers to manage |
|
|
185 | (1) |
|
|
|
186 | (1) |
|
§18-501 Form of contribution |
|
|
186 | (1) |
|
§18-502 Liability for contribution |
|
|
186 | (1) |
|
§18-503 Allocation of profits and losses |
|
|
186 | (1) |
|
Subchapter VI Distributions and Resignation |
|
|
186 | (2) |
|
§18-601 Interim distributions |
|
|
186 | (1) |
|
§18-602 Resignation of manager |
|
|
187 | (1) |
|
§18-603 Resignation of member |
|
|
187 | (1) |
|
§18-604 Distribution upon resignation |
|
|
187 | (1) |
|
§18-607 Limitations on distribution |
|
|
188 | (1) |
|
Subchapter VIII Dissolution |
|
|
188 | (2) |
|
|
|
188 | (1) |
|
§18-802 Judicial dissolution |
|
|
189 | (1) |
|
|
|
189 | (1) |
|
§18-804 Distribution of assets |
|
|
190 | (1) |
|
Subchapter X Derivative Actions |
|
|
190 | (1) |
|
§18-1001 Right to bring action |
|
|
190 | (1) |
|
§18-1002 Proper plaintiff |
|
|
190 | (1) |
|
Subchapter XI Miscellaneous |
|
|
191 | (3) |
|
§18-1101 Construction and application of chapter and limited liability company agreement |
|
|
191 | (1) |
|
|
|
191 | (2) |
|
§18-1107 Taxation of limited liability companies and registered series |
|
|
193 | (1) |
|
Subchapter XII Statutory Public Benefit Limited Liability Companies |
|
|
194 | (5) |
|
§18-1201 Law applicable to statutory public benefit limited liability companies; how formed |
|
|
194 | (1) |
|
§18-1202 Statutory public benefit limited liability company defined; contents of certificate of formation and limited liability company agreement |
|
|
194 | (1) |
|
§18-1203 Certain amendments and mergers; votes required |
|
|
195 | (1) |
|
§18-1204 Duties of members or managers |
|
|
196 | (1) |
|
§18-1205 Periodic statements and third-party certification |
|
|
196 | (1) |
|
§18-1206 Derivative suits |
|
|
197 | (2) |
|
New York Business Corporation Law |
|
|
199 | (16) |
|
Article 5 Corporate Finance |
|
|
199 | (1) |
|
§510 Dividends or other distributions in cash or property |
|
|
199 | (1) |
|
|
|
200 | (2) |
|
§613 Limitations on right to vote |
|
|
200 | (1) |
|
§624 Books and records; right of inspection, prima facie evidence |
|
|
200 | (2) |
|
§627 Security for expenses in shareholders' derivative action brought in the right of the corporation to procure ajudgment in its favor |
|
|
202 | (1) |
|
Article 7 Directors and Officers |
|
|
202 | (2) |
|
§706 Removal of directors |
|
|
202 | (2) |
|
§713 Indemnification of directors and officers by a court |
|
|
203 | (1) |
|
Article 8 Amendments and Changes |
|
|
204 | (1) |
|
§804 Class voting on amendment |
|
|
204 | (1) |
|
Article 9 Merger or Consolidation; Guarantee; Disposition of Assets; Share Exchanges |
|
|
205 | (8) |
|
§912 Requirements relating to certain business combinations |
|
|
205 | (8) |
|
Article 17 Benefit Corporations |
|
|
213 | (2) |
|
§1708 Annual benefit report |
|
|
213 | (2) |
|
Delaware General Corporation Law |
|
|
215 | (110) |
|
|
|
218 | (9) |
|
§101 Incorporators; How Corporation Formed; Purposes |
|
|
218 | (1) |
|
§102 Contents of Certificate of Incorporation |
|
|
219 | (3) |
|
§103 Execution, Acknowledgment, Filing, Recording and Effective Date of Original Certificate of Incorporation and Other Instruments; Exceptions |
|
|
222 | (1) |
|
§104 Certificate of Incorporation; Definition |
|
|
223 | (1) |
|
§106 Commencement of Corporate Existence |
|
|
223 | (1) |
|
§107 Powers of Incorporators |
|
|
223 | (1) |
|
§108 Organization Meeting of Incorporators or Directors Named in Certificate of Incorporation |
|
|
224 | (1) |
|
|
|
224 | (1) |
|
§111 Jurisdiction to Interpret, Apply, Enforce or Determine the Validity of Corporate Instruments and Provisions of This Tide |
|
|
225 | (1) |
|
§112 Access to Proxy Solicitation Materials |
|
|
226 | (1) |
|
§113 Proxy Expense Reimbursement |
|
|
226 | (1) |
|
§115 Forum Selection Provisions |
|
|
227 | (1) |
|
|
|
227 | (3) |
|
|
|
227 | (1) |
|
|
|
227 | (2) |
|
§123 Powers Respecting Securities of Other Corporations or Entities |
|
|
229 | (1) |
|
§124 Effect of Lack of Corporate Capacity or Power; Ultra Vires |
|
|
229 | (1) |
|
Subchapter III Registered Office and Registered Agent |
|
|
230 | (1) |
|
§131 Registered Office in State; Principal Office or Place of Business in State |
|
|
230 | (1) |
|
§132 Registered Agent in State; Resident Agent |
|
|
230 | (1) |
|
Subchapter IV Directors and Officers |
|
|
231 | (9) |
|
§141 Board of Directors; Powers; Number, Qualifications, Terms and Quorum; Committees; Classes of Directors; Nonstock Corporations; Reliance Upon Books; Action Without Meeting; Removal |
|
|
231 | (4) |
|
§142 Officers; Tides, Duties, Selection, Term; Failure to Elect; Vacancies |
|
|
235 | (1) |
|
§143 Loans to Employees and Officers; Guaranty of Obligations of Employees and Officers |
|
|
236 | (1) |
|
§144 Interested Directors; Quorum |
|
|
236 | (1) |
|
§145 Indemnification of Officers, Directors, Employees and Agents; Insurance |
|
|
237 | (3) |
|
§146 Submission of Matters for Stockholder Vote |
|
|
240 | (1) |
|
Subchapter V Stock and Dividends |
|
|
240 | (12) |
|
§151 Classes and Series of Stock; Redemption; Rights |
|
|
240 | (3) |
|
§152 Issuance of Stock; Lawful Consideration; Fully Paid Stock |
|
|
243 | (1) |
|
§153 Consideration for Stock |
|
|
244 | (1) |
|
§154 Determination of Amount of Capital; Capital, Surplus and Net Assets Defined |
|
|
244 | (1) |
|
|
|
245 | (1) |
|
|
|
245 | (1) |
|
§157 Rights and Options Respecting Stock |
|
|
246 | (1) |
|
§158 Stock Certificates; Uncertificated Shares |
|
|
246 | (1) |
|
§159 Shares of Stock; Personal Property, Transfer and Taxation |
|
|
247 | (1) |
|
§160 Corporation's Powers Respecting Ownership, Voting, etc., of Its Own Stock; Rights of Stock Called for Redemption |
|
|
247 | (1) |
|
§161 Issuance of Additional Stock; When and by Whom |
|
|
248 | (1) |
|
§162 Liability of Stockholder or Subscriber for Stock Not Paid in Full |
|
|
248 | (1) |
|
§163 Payment for Stock Not Paid in Full |
|
|
249 | (1) |
|
§164 Failure to Pay for Stock; Remedies |
|
|
249 | (1) |
|
§170 Dividends; Payment; Wasting Asset Corporations |
|
|
249 | (1) |
|
§171 Special Purpose Reserves |
|
|
250 | (1) |
|
§172 Liability of Directors and Committee Members as to Dividends or Stock Redempdon |
|
|
250 | (1) |
|
§173 Declaration and Payment of Dividends |
|
|
251 | (1) |
|
§174 Liability of Directors for Unlawful Payment of Dividend or Unlawful Stock Purchase or Redemption; Exoneration from Liability; Contribution Among Directors; Subrogation |
|
|
251 | (1) |
|
Subchapter VI Stock Transfers |
|
|
252 | (7) |
|
§201 Transfer of Stock, Stock Certificates and Uncertificated Stock |
|
|
252 | (1) |
|
§202 Restrictions on Transfer and Ownership of Securities |
|
|
252 | (1) |
|
§203 Business Combinations with Interested Stockholders |
|
|
253 | (6) |
|
Subchapter VII Meetings, Elections, Voting and Notice |
|
|
259 | (15) |
|
§211 Meetings of Stockholders |
|
|
259 | (2) |
|
§212 Voting Rights of Stockholders; Proxies; Limitations |
|
|
261 | (1) |
|
§213 Fixing Date for Determination of Stockholders of Record |
|
|
262 | (1) |
|
|
|
263 | (1) |
|
§216 Quorum and Required Vote for Stock Corporations |
|
|
264 | (1) |
|
§217 Voting rights of fiduciaries, pledgors and joint owners of stock |
|
|
264 | (1) |
|
§218 Voting Trusts and Other Voting Agreements |
|
|
265 | (1) |
|
§219 List of Stockholders Entitled to Vote; Penalty for Refusal to Produce; Stock Ledger |
|
|
266 | (1) |
|
§220 Inspection of Books and Records |
|
|
266 | (2) |
|
§222 Notice of Meetings and Adjourned Meetings |
|
|
268 | (1) |
|
§223 Vacancies and Newly Created Directorships |
|
|
269 | (1) |
|
§225 Contested Election of Directors; Proceedings to Determine Validity |
|
|
270 | (1) |
|
§226 Appointment of Custodian or Receiver of Corporation on Deadlock or for Other Cause |
|
|
271 | (1) |
|
§227 Powers of Court in Elections of Directors |
|
|
271 | (1) |
|
§228 Consent of Stockholders or Members in Lieu of Meeting |
|
|
272 | (1) |
|
|
|
273 | (1) |
|
§230 Exception to requirements of notice |
|
|
273 | (1) |
|
§231 Voting Procedures and Inspectors of Elections |
|
|
273 | (1) |
|
§232 Delivery of notice; notice by electronic transmission |
|
|
274 | (1) |
|
Subchapter VIII Amendment of Certificate of Incorporation; Changes in Capital and Capital Stock |
|
|
274 | (4) |
|
§241 Amendment of Certificate of Incorporation Before Receipt of Payment for Stock |
|
|
274 | (1) |
|
§242 Amendment of Certificate of Incorporation After Receipt of Payment for Stock; Nonstock Corporations |
|
|
275 | (2) |
|
§244 Reduction of Capital |
|
|
277 | (1) |
|
Subchapter IX Merger, Consolidation or Conversion |
|
|
278 | (27) |
|
§251 Merger or Consolidadon of Domesdc Corporadons |
|
|
278 | (9) |
|
§252 Merger or Consolidation of Domestic and Foreign Corporations; Service of Process Upon Surviving or Resulting Corporation |
|
|
287 | (1) |
|
§253 Merger of Parent Corporation and Subsidiary or Subsidiaries |
|
|
288 | (1) |
|
§254 Merger or Consolidation of Domestic Corporations and Joint-Stock or Other Associations |
|
|
289 | (1) |
|
§259 Status, Rights, Liabilities, of Constituent and Surviving or Resulting Corporations Following Merger or Consolidation |
|
|
290 | (1) |
|
§260 Powers of Corporation Surviving or Resulting from Merger or Consolidation; Issuance of Stock, Bonds or Other Indebtedness |
|
|
291 | (1) |
|
§261 Effect of Merger Upon Pending Actions |
|
|
292 | (1) |
|
|
|
292 | (6) |
|
§263 Merger or Consolidation of Domestic Corporations and Partnerships |
|
|
298 | (1) |
|
§264 Merger or Consolidation of Domestic Corporations and Limited Liability Companies; Service of Process Upon Surviving or Resulting Corporation or Limited Liability Company |
|
|
299 | (1) |
|
§265 Conversion of Other Entities to a Domestic Corporation |
|
|
300 | (2) |
|
§266 Conversion of a Domestic Corporation to Other Entities |
|
|
302 | (1) |
|
§267 Merger of Parent Entity and Subsidiary Corporation or Corporations |
|
|
303 | (2) |
|
Subchapter X Sale of Assets, Dissolution and Winding Up |
|
|
305 | (5) |
|
§271 Sale, Lease or Exchange of Assets; Consideration; Procedure |
|
|
305 | (1) |
|
§273 Dissolution of Joint Venture Corporation Having 2 Stockholders |
|
|
306 | (1) |
|
§275 Dissolution Generally; Procedure |
|
|
307 | (1) |
|
§277 Payment of Franchise Taxes Before Dissolution or Merger, Transfer or Conversion |
|
|
307 | (1) |
|
§278 Continuation of Corporation After Dissolution for Purposes of Suit and Winding up Affairs |
|
|
308 | (1) |
|
§279 Trustees or Receivers for Dissolved Corporations; Appointment; Powers; Duties |
|
|
308 | (1) |
|
§280 Notice to Claimants; Filing of Claims |
|
|
309 | (1) |
|
§282 Liability of Stockholders of Dissolved Corporations |
|
|
310 | (1) |
|
§284 Revocation or Forfeiture of Charter; Proceedings |
|
|
310 | (1) |
|
Subchapter XIII Suits Against Corporations, Directors, Officers or Stockholders |
|
|
310 | (1) |
|
§327 Stockholder's derivative action; allegation of stock ownership |
|
|
310 | (1) |
|
Subchapter XIV Close Corporations; Special Provisions |
|
|
310 | (8) |
|
§341 Law applicable to close corporation |
|
|
310 | (1) |
|
§342 Close corporation defined; contents of certificate of incorporation |
|
|
311 | (1) |
|
§343 Formation of a close corporation |
|
|
311 | (1) |
|
§344 Election of existing corporation to become a close corporation |
|
|
311 | (1) |
|
§345 Limitations on continuation of close corporation status |
|
|
312 | (1) |
|
§346 Voluntary termination of close corporation status by amendment of certificate of incorporation; vote required |
|
|
312 | (1) |
|
§347 Issuance or transfer of stock of a close corporation in breach of qualifying conditions |
|
|
313 | (1) |
|
§348 Involuntary termination of close corporation status; proceeding to prevent loss of status |
|
|
314 | (1) |
|
§349 Corporate option where a restriction on transfer of a security is held invalid |
|
|
314 | (1) |
|
§350 Agreements restricting discretion of directors |
|
|
315 | (1) |
|
§351 Management by stockholders |
|
|
315 | (1) |
|
§352 Appointment of custodian for close corporation |
|
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315 | (1) |
|
§353 Appointment of a provisional director in certain cases |
|
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316 | (1) |
|
§354 Operating corporation as partnership |
|
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317 | (1) |
|
§355 Stockholders' option to dissolve corporation |
|
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317 | (1) |
|
§356 Effect of this subchapter on other laws |
|
|
318 | (1) |
|
Subchapter XV Public Benefit Corporations |
|
|
318 | (3) |
|
§361 Law applicable to public benefit corporations; how formed |
|
|
318 | (1) |
|
§362 Public benefit corporation defined; contents of certificate of incorporation |
|
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318 | (1) |
|
§364 Stock certificates; notices regarding uncertificated stock |
|
|
319 | (1) |
|
|
|
319 | (1) |
|
§366 Periodic statements and third-party certification |
|
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320 | (1) |
|
§367 Suits to enforce the requirements of §365 (a) of this tide |
|
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321 | (1) |
|
§368 No effect on other corporations |
|
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321 | (1) |
|
Subchapter XVIII Miscellaneous Provision |
|
|
321 | (1) |
|
§391 Amounts payable to Secretary of State upon filing certificate or other paper |
|
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321 | (1) |
|
Chapter 5 Corporation Franchise Tax |
|
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322 | (3) |
|
§501 Corporations subject to and exempt from franchise tax |
|
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322 | (1) |
|
§503 Rates and Computation of Franchise Tax |
|
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323 | (2) |
|
United States Bankruptcy Code, 11 U.S. Code |
|
|
325 | (8) |
|
|
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325 | (1) |
|
§544 Trustee as lien creditor and as successor to certain creditors and purchasers |
|
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325 | (1) |
|
§546 Limitations on avoiding powers |
|
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326 | (3) |
|
§548 Fraudulent transfers and obligations |
|
|
329 | (2) |
|
§723 Rights of partnership trustee against general partners |
|
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331 | (2) |
|
Model Business Corporation Act (2020) |
|
|
333 | (32) |
|
|
|
334 | (3) |
|
|
|
334 | (1) |
|
§2.02 Articles of Incorporation |
|
|
334 | (1) |
|
|
|
335 | (1) |
|
§2.04 Liability for Preincorporation Transactions |
|
|
336 | (1) |
|
§2.05 Organization of Corporation |
|
|
336 | (1) |
|
|
|
336 | (1) |
|
§2.08 Forum Selection Provisions |
|
|
337 | (1) |
|
Chapter 6 Shares and Distributions |
|
|
337 | (3) |
|
Subchapter D. Distributions |
|
|
337 | (1) |
|
§6.40 Distributions to Shareholders |
|
|
337 | (3) |
|
|
|
340 | (2) |
|
|
|
340 | (1) |
|
|
|
340 | (1) |
|
§7.04 Action Without Meeting |
|
|
340 | (1) |
|
Subchapter D. Derivative Proceedings |
|
|
341 | (1) |
|
|
|
341 | (1) |
|
|
|
341 | (1) |
|
§7.43 Stay of Proceedings |
|
|
341 | (1) |
|
|
|
341 | (1) |
|
Chapter 8 Directors and Officers |
|
|
342 | (7) |
|
Subchapter A Board of Directors |
|
|
342 | (1) |
|
§8.01 Requirement for and Duties of Board of Directors |
|
|
342 | (1) |
|
|
|
342 | (1) |
|
§8.30 Standards of Conduct for Directors |
|
|
342 | (2) |
|
Subchapter E Indemnification and Advance for Expenses |
|
|
344 | (1) |
|
|
|
344 | (1) |
|
Subchapter F Directors' Conflicting Interest Transactions |
|
|
344 | (1) |
|
§8.60 Subchapter Definitions |
|
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344 | (2) |
|
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346 | (1) |
|
|
|
346 | (1) |
|
§8.63 Shareholders' Acdon |
|
|
347 | (1) |
|
Subchapter G Business Opportunides |
|
|
348 | (1) |
|
§8.70 Business Opportunides |
|
|
348 | (1) |
|
Chapter 10 Amendment of Articles of Incorporation and Bylaws |
|
|
349 | (2) |
|
Subchapter A Amendment of Articles of Incorporation |
|
|
349 | (1) |
|
§10.03 Amendment by Board of Directors and Shareholders |
|
|
349 | (1) |
|
§10.04 Voting on Amendments by Voting Groups |
|
|
350 | (1) |
|
Chapter 11 Mergers and Share Exchanges |
|
|
351 | (6) |
|
|
|
351 | (2) |
|
§11.04 Action on a Plan of Merger or Share Exchange |
|
|
353 | (4) |
|
Chapter 12 Disposition of Assets |
|
|
357 | (1) |
|
§12.02 Shareholder Approval of Certain Dispositions |
|
|
357 | (1) |
|
Chapter 13 Appraisal Rights |
|
|
358 | (2) |
|
§13.02 Right to Appraisal |
|
|
358 | (2) |
|
|
|
360 | (1) |
|
Subchapter A Voluntary Dissolution |
|
|
360 | (1) |
|
§14.07 Other Claims Against Dissolved Corporation |
|
|
360 | (1) |
|
Chapter 16 Records and Reports |
|
|
361 | (4) |
|
|
|
361 | (1) |
|
§16.02 Inspection of Records by Shareholders |
|
|
361 | (2) |
|
§16.03 Scope of Inspection Right |
|
|
363 | (2) |
|
American Law Institute, Principles of Corporate Governance: Analysis and Recommendations (1994) |
|
|
365 | (1) |
|
Part IV Duty of Care and the Business Judgment Rule |
|
|
365 | (2) |
|
§4.01 Duty of Care of Directors and Officers; the Business Judgment Rule |
|
|
365 | (2) |
|
Part V Duty of Fair Dealing |
|
|
367 | (2) |
|
§5.01 Duty of Fair Dealing of Directors, Senior Executives, and Controlling Shareholders |
|
|
367 | (1) |
|
§5.02 [ Senior Officer and Director] Transactions with the Corporation |
|
|
367 | (1) |
|
§5.12 Taking of Corporate Opportunities by a Controlling Shareholder |
|
|
368 | (1) |
|
|
|
369 | (6) |
|
§7.01 Direct and Derivative Actions Distinguished |
|
|
369 | (1) |
|
§7.02 Standing to Commence and Maintain a Derivative Action |
|
|
370 | (1) |
|
§7.03 Exhaustion of Intracorporate Remedies: The Demand Rule |
|
|
370 | (1) |
|
§7.04 Pleading, Demand Rejection, Procedure, and Costs in a Derivative Action |
|
|
371 | (1) |
|
§7.08 Dismissal of a Derivative Action Against Directors, Senior Executives, Controlling Persons, or Associates Based on a Modon Requesting Dismissal by the Board or a Committee |
|
|
372 | (1) |
|
§7.10 Standard of Judicial Review with Regard to a Board or Committee Motion Requesting Dismissal of a Derivative Action Under §7.08 |
|
|
372 | (3) |
|
New Jersey Statutes Annotated |
|
|
375 | (4) |
|
14A:6-12 Liability of Directors in Certain Cases |
|
|
375 | (1) |
|
14A:6-13 Liability of Directors; Presumption of Assent to Action Taken at a Meeting |
|
|
376 | (3) |
|
California Corporations Code |
|
|
379 | (6) |
|
Chapter 3 Directors and Management |
|
|
379 | (2) |
|
§300 Powers of board; delegation; close corporations; shareholders' agreements; validity; liability; failure to observe formalities |
|
|
379 | (2) |
|
Chapter 8 Shareholder Derivative Actions |
|
|
381 | (1) |
|
§800 Condition; Security; Motion for Order; Determination |
|
|
381 | (1) |
|
Chapter 12 Reorganizations |
|
|
382 | (3) |
|
§1201 Shareholder approval; board abandonment |
|
|
382 | (3) |
|
Uniform Voidable Transactions Act |
|
|
385 | (10) |
|
|
|
386 | (2) |
|
|
|
388 | (1) |
|
|
|
388 | (1) |
|
§4 Transfer or Obligation Voidable as to Present or Future Creditor |
|
|
388 | (1) |
|
§5 Transfer or Obligation Voidable as to Present Creditor |
|
|
389 | (1) |
|
§6 When Transfer is Made or Obligation is Incurred |
|
|
390 | (1) |
|
|
|
390 | (1) |
|
§8 Defenses, Liability, and Protection of Transferee or Obligee |
|
|
391 | (1) |
|
§9 Extinguishment of Claim for Relief |
|
|
392 | (1) |
|
|
|
392 | (1) |
|
§11 Application to Series Organization |
|
|
392 | (1) |
|
§12 Supplementary Provisions |
|
|
393 | (1) |
|
§13 Uniformity of Application and Construction |
|
|
393 | (1) |
|
§14 Relation to Electronic Signatures in Global and National Commerce Act |
|
|
393 | (1) |
|
|
|
394 | (1) |
|
§16 Repeals; Conforming Amendments |
|
|
394 | (1) |
|
Note on Reading the Federal Securities Laws |
|
|
395 | (2) |
|
Securities Exchange Act of 1934 |
|
|
397 | (70) |
|
Section 10 Manipulative and Deceptive Devices |
|
|
398 | (1) |
|
§78j Manipulative and Deceptive Devices [ Section 10] |
|
|
398 | (1) |
|
|
|
399 | (1) |
|
§240.10b-5 Employment of Manipulative and Deceptive Devices |
|
|
399 | (1) |
|
§240.10b5-1 Trading "on the Basis of Material Nonpublic Information in Insider Trading Cases |
|
|
399 | (1) |
|
§240.10b5-2 Duties of Trust or Confidence in Misappropriation Insider Trading Cases |
|
|
400 | (1) |
|
Section 12 1934 Act Issuer Registration Requirement |
|
|
401 | (1) |
|
§781 Registration Requirements for Securities [ Section 12] |
|
|
401 | (1) |
|
Section 13(a) and (b). Issuer Reporting Requirements |
|
|
402 | (1) |
|
§78m Periodical and Other Reports [ Section 13] |
|
|
402 | (1) |
|
Section 13(d) and (g). 5% Block Reporting Requirement |
|
|
403 | (6) |
|
Rules Under Section 13(d) |
|
|
404 | (1) |
|
§240.13d-1 Filing of Schedules 13D and 13G |
|
|
404 | (4) |
|
§240.13d-2 Filing of Amendments to Schedules 13D or 13G |
|
|
408 | (1) |
|
§240.13d-5 Acquisition of Securities |
|
|
409 | (1) |
|
Section 13(e). SEC Rule-Making Authority over Issuer Self-Purchases |
|
|
409 | (11) |
|
Rules Under Section 13(e) |
|
|
410 | (1) |
|
§240.13e-1 Purchase of Securities by the Issuer During a Third-Party Tender Offer |
|
|
410 | (1) |
|
§240.13e-3 Going Private Transactions by Certain Issuers or Their Affiliates |
|
|
410 | (6) |
|
§240.13e-4 Tender Offers by Issuers |
|
|
416 | (4) |
|
Section 13(1); (j), (k) and (1) |
|
|
420 | (1) |
|
Section 14(a)- (e), (i), and (j). Proxies |
|
|
421 | (32) |
|
§78n Proxies [ Section 14] |
|
|
421 | (3) |
|
Rules Under Section 14(a) [ The Proxy Rules] |
|
|
424 | (1) |
|
|
|
424 | (1) |
|
|
|
425 | (1) |
|
§240.14a-2 Solicitations to Which §240.14a-3 to §240.14a-15 Apply |
|
|
426 | (3) |
|
§240.14a-3 Information to Be Furnished to Security Holders |
|
|
429 | (1) |
|
§240.14a-4 Requirements as to Proxy |
|
|
430 | (1) |
|
§240.14a-5 Presentation of Information in Proxy Statement |
|
|
431 | (1) |
|
§240.14a-6 Filing Requirements |
|
|
431 | (2) |
|
§240.14a-7 Obhgations of Registrants to Provide a List of, or Mail Soliciting Material to, Security Holders |
|
|
433 | (1) |
|
§240.14a-8 Shareholder Proposals |
|
|
434 | (7) |
|
§240.14a-9 False or Misleading Statements |
|
|
441 | (1) |
|
§240.14a-12 Solicitation Before Furnishing a Proxy Statement |
|
|
442 | (1) |
|
Rules Under Sections 14(d) and 14(e) [ The Tender Offer Rules] |
|
|
442 | (1) |
|
§240.14d-1 Scope of and Definitions Applicable to Regulations 14D and 14E |
|
|
442 | (1) |
|
§240.14d-2 Commencement of a Tender Offer |
|
|
443 | (1) |
|
§240.14d-3 Filing and Transmission of Tender Offer Statement |
|
|
443 | (1) |
|
§240.14d-6 Disclosure of Tender Offer Information to Security Holders |
|
|
444 | (1) |
|
§240.14d-7 Additional Withdrawal Rights |
|
|
445 | (1) |
|
§240.14d-8 Exemption from Statutory Pro Rata Requirements |
|
|
446 | (1) |
|
§240.14d-9 Recommendation or Solicitation by the Subject Company and Others |
|
|
446 | (2) |
|
§240.14d-10 Equal Treatment of Security Holders |
|
|
448 | (2) |
|
§240.14e-1 Unlawful Tender Offer Practices |
|
|
450 | (1) |
|
§240.14e-2 Position of Subject Company with Respect to a Tender Offer |
|
|
451 | (1) |
|
§240.14e-3 Transactions in Securities on the Basis of Material, Nonpublic Information in the Context of Tender Offers |
|
|
451 | (2) |
|
Section 16 Ban on Short-Swing Profits |
|
|
453 | (5) |
|
§78p Directors, Officers, and Principal Stockholders [ Section 16] |
|
|
453 | (1) |
|
|
|
454 | (1) |
|
[ The Short-Swing Profit Rules] |
|
|
455 | (1) |
|
§240.16a-1 Definition of Terms |
|
|
455 | (2) |
|
§240.16a-2 Persons and Transactions Subject to Section 16 |
|
|
457 | (1) |
|
§240.16b-6 Derivative Securities |
|
|
457 | (1) |
|
Section 20(a) Liability to Contemporaneous Traders for Insider Trading |
|
|
458 | (1) |
|
§78t-1 Liability to Contemporaneous Traders for Insider Trading [ Section 20(a)] |
|
|
458 | (1) |
|
Section 21(a) Authority to Impose Civil Penalties for Insider Trading |
|
|
459 | (6) |
|
§78u-1 Civil Penalties for Insider Trading [ Section 21(a)] |
|
|
459 | (6) |
|
Sarbanes-Oxley Act of 2002 |
|
|
465 | (1) |
|
Title III Corporate Responsibility |
|
|
465 | (1) |
|
§304 Forfeiture of Certain Bonuses and Profits |
|
|
465 | (1) |
|
Tide IV Enhanced Financial Disclosures |
|
|
466 | (1) |
|
§404 Management Assessment of Internal Controls |
|
|
466 | (1) |
|
New York Stock Exchange Listed Company Manual |
|
|
467 | (8) |
|
303A.01 Independent Directors |
|
|
467 | (1) |
|
303A.02 Independence Tests |
|
|
467 | (3) |
|
312.03 Shareholder Approval |
|
|
470 | (2) |
|
|
|
472 | (3) |
|
Ohio General Corporation Law |
|
|
475 | (4) |
|
§1701.59 Authority by directors - bylaws |
|
|
475 | (4) |
|
Regulation S-K-Standard Instructions for Filing Forms Under Securities Act of 1933, Securities Exchange Act of 1934 and Energy Policy and Conservation Act of 1975 |
|
|
479 | (38) |
|
|
|
480 | (1) |
|
§229.10 (Item 10) General |
|
|
480 | (1) |
|
|
|
481 | (4) |
|
§229.101 (Item 101) Description of Business |
|
|
481 | (2) |
|
§229.102 (Item 102) Description of Property |
|
|
483 | (1) |
|
§229.103 (Item 103) Legal Proceedings |
|
|
484 | (1) |
|
Subpart 300 Financial Information |
|
|
485 | (3) |
|
§229.303 (Item 303) Management's Discussion and Analysis of Financial Condition and Results of Operations |
|
|
485 | (1) |
|
§229.304 (Item 304) Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
|
|
486 | (1) |
|
§229.307 (Item 307) Disclosure Controls and Procedures |
|
|
487 | (1) |
|
§229.308 (Item 308) Internal Control over Financial Reporting |
|
|
488 | (1) |
|
Subpart 400-Management and Certain Securities Holders |
|
|
488 | (16) |
|
§229.401 (Item 401) Directors, Executive Officers, Promoters and Control Persons |
|
|
488 | (2) |
|
§229.402 (Item 402) Executive Compensation |
|
|
490 | (7) |
|
§229.404 (Item 404) Transactions with Related Persons, Promoters and Certain Control Persons |
|
|
497 | (4) |
|
§229.407 (Item 407) Corporate Governance |
|
|
501 | (3) |
|
Subpart 1000-Mergers and Acquisitions |
|
|
504 | (13) |
|
§229.1000 (Item 1000) Definitions |
|
|
504 | (1) |
|
§229.1001 (Item 1001) Summary Term Sheet |
|
|
505 | (1) |
|
§229.1004 (Item 1004) Terms of the Transaction |
|
|
505 | (1) |
|
§229.1006 (Item 1006) Purposes of the Transaction and Plans or Proposals |
|
|
506 | (1) |
|
§229.1007 (Item 1007) Source and Amount of Funds or Other Consideration |
|
|
507 | (1) |
|
§229.1008 (Item 1008) Interest in Securities of the Subject Company |
|
|
508 | (1) |
|
§229.1009 (Item 1009) Persons/Assets, Retained, Employed, Compensated or Used |
|
|
509 | (1) |
|
§229.1010 (Item 1010) Financial Statements |
|
|
509 | (1) |
|
§229.1011 (Item 1011) Additional Information |
|
|
510 | (1) |
|
§229.1012 (Item 1012) The Solicitation or Recommendation |
|
|
511 | (1) |
|
§229.1013 (Item 1013) Purposes, Alternatives, Reasons and Effects in a Going-Private Transaction |
|
|
512 | (1) |
|
§229.1014 (Item 1014) Fairness of the Going-Private Transaction |
|
|
512 | (2) |
|
§229.1015 (Item 1015) Reports, Opinions, Appraisals and Negotiations |
|
|
514 | (3) |
|
Dodd-Frank Wall Street Reform and Consumer Protection Act |
|
|
517 | (4) |
|
Subtide E Accountability and Executive Compensation |
|
|
517 | (4) |
|
§951 Shareholder Vote on Executive Compensation Disclosures |
|
|
517 | (1) |
|
§ 14A Shareholder Approval of Executive Compensation |
|
|
517 | (2) |
|
§953 Executive Compensation Disclosures |
|
|
519 | (1) |
|
§954 Recovery of Erroneously Awarded Compensation |
|
|
520 | (1) |
|
§ 10D Recovery of Erroneously Awarded Compensation Policy |
|
|
520 | (1) |
|
Federal Rules of Civil Procedure |
|
|
521 | (6) |
|
|
|
521 | (5) |
|
Rule 23.1 Derivative Actions by Shareholders |
|
|
526 | (1) |
|
Hart-Scott-Rodino Antitrust Improvements Act of 1976 |
|
|
527 | (8) |
|
§18a Premerger notification and waiting period |
|
|
527 | (8) |
|
Indiana Code: Standard of Conduct for Directors (2019) |
|
|
535 | (6) |
|
Chapter 35 Standards of Conduct for Directors |
|
|
535 | (6) |
|
IC 23-1-35-1. Standards of Conduct; Liability; Reaffirmation of Corporate Governance Rules; Presumption |
|
|
535 | (3) |
|
IC 23-1-35-2. Conflict of Interest Transaction |
|
|
538 | (1) |
|
IC 23-1-35-3. Loan or Guarantee to Director |
|
|
538 | (1) |
|
IC 23-1-354. Unlawful Distribution; Liability; Contribution |
|
|
539 | (1) |
|
IC 23-1-35-5. Directors and Business Opportunities; Conflicts of Interest |
|
|
539 | (2) |
|
European Takeover Directive |
|
|
541 | (14) |
|
|
|
541 | (1) |
|
|
|
542 | (1) |
|
Article 3 General Principles |
|
|
543 | (1) |
|
Article 5 Protection of Minority Shareholders, the Mandatory Bid and the Equitable Price |
|
|
543 | (2) |
|
Article 6 Information Concerning Bids |
|
|
545 | (1) |
|
Article 7 Time Allowed for Acceptance |
|
|
546 | (1) |
|
|
|
547 | (1) |
|
Article 9 Obligations of the Board of the Offeree Company |
|
|
547 | (1) |
|
Article 10 Information on Companies as Referred to in Article 1(1) |
|
|
548 | (1) |
|
|
|
549 | (1) |
|
Article 12 Optional Arrangements |
|
|
550 | (1) |
|
Article 13 Other Rules Applicable to the Conduct of Bids |
|
|
551 | (1) |
|
Article 15 The Right of Squeeze-Out |
|
|
551 | (1) |
|
Article 16 The Right of Sell-Out |
|
|
552 | (1) |
|
|
|
552 | (1) |
|
|
|
553 | (1) |
|
|
|
553 | (2) |
|
|
|
555 | (4) |
|
Section 11 Liability for Registration Statement |
|
|
555 | (1) |
|
§77k. Civil Liabilities on Account of False Registration Statement [ Section 11] |
|
|
555 | (1) |
|
Section 12 Liability for Prospectuses |
|
|
556 | (3) |
|
§771 Civil Liabilities Arising in Connection with Prospectuses and Communications [ Section 12] |
|
|
556 | (3) |
|
|
|
559 | |
|
§243.100 General Rule Regarding Selective Disclosure |
|
|
559 | (2) |
|
|
|
561 | (1) |
|
§243.102 No Effect on Antifraud Liability |
|
|
562 | |
