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BizOrgs Combined Syllabus
BizOrgs Combined Syllabus
The list below sets out the first set of readings we will cover, organized by group in the order
we will review them. They are not an indication of the number of pages we will cover in each
class. Specific reading assignments will be made available for each class.
We may adjust these readings over the course of the semester. I expect to distribute later sets
of Assigned Readings as the course progresses.
Pages
Read Del. Gen. Corp. Law (“DGCL”) §§ 105, 152, 157, 165
Skim Model Bus. Corp. Act (“MBCA”) sections and various corporate forms (in
particular, the Minutes of Organization Meeting) referenced in the Casebook
In addition, skim the Simple Form of Certificate of Incorporation in the Stat. Supp.
and Cal. Corp. Code § 2115
Skim Cal. Corp. Code §§ 303, 304, NYBCL § 706, NYSE Listed Company Manual
§313.00, and read/review DGCL §§ 109, 141(b), 151(a), 211, 212, 216, 219, 220(b),
221, 223, 242(b), 350, 351(3), 354, and MBCA § 10.20(b)(2)
Skip the RMBCA readings listed at CB p. 232, except §§ 7.02 and 7.04
In addition, read/review DGCL §§ 242(b)(1), 251(c) and MBCA § 10.03(e)
10. Shareholder Information Rights Under State and Federal Law 343-366
Skim the section at CB pp. 363-367 (we will go over this in more detail in class), as
well as the Exchange Act statutes/rules referenced on CB p. 365
Skim RMBCA §§ 7.20, 16.01-16.04, 16.20, Cal. Corp. Code § 1501, and NYBCL
§ 624(e)
In addition, read/review DGCL §§ 212(b), 327, Exchange Act Rule 14a-7, and
Sarbanes-Oxley Act § 302(a)(2)
Skim the Form of Proxy Statement and Form of Proxy referenced at CB p. 369
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Business Organizations Professor Whitehead
In addition, skim DGCL §§ 172, 174 and NYBCL §§ 510, 630, 719
Skip Virginia Corp. Code § 13.1-690 and Form of Directors’ and Officers’
Liability Insurance
In addition, read/review DGCL § 145 and MBCA § 2.02(b)(5), and skim MBCA
§§ 8.51, 8.52, 8.55, 8.56, 8.57 (excluding all commentary and explanatory notes)
17. The Duty to Monitor, Compliance Programs, and Internal Controls 666-683
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Business Organizations Professor Whitehead
As background, skim the Exchange Act rules (in particular, Rule 14d-10), Schedule
TO, and Schedule 14D-9 referenced at CB p. 1243; and skip the Hart-Scott-Rodino
Act
As review, you may want to skim Blasius, where we first saw the Unocal standard in
the Casebook
Review DGCL §§ 141(a), 141(d), 152, 157, 202(b); Exchange Act Rule 14d-10
Read/review NYSE Listed Co. Manual §§ 312.03(c) and 313.00
For the readings below, you may disregard the Statutory Supplement references in the
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Business Organizations Professor Whitehead
Statutory Supplement – Securities Exchange Act of 1934 §§ 14(e), 20A, 21A, and
SEC Rules 10b-5, 10b5-1, 10b5-2, and 14e-3