Overview of Major Topics Covered:
Formation; Articles of Incorporation—Content and Filing; Defective Formation; Pre-Incorporation Contracts; Piercing the Corporate Veil; “Deep Rock” Doctrine; Corporate Governance; Board of Directors Procedures; Shareholder Powers; Authority of Officers; Why Delaware?; Close Corporations; Unique Characteristics; Super Quorum and Voting Provisions; Voting Arrangements; Voting Trust; Vote Pooling Agreements; Director Agreements; Modern Close Corporation Enabling Statutes; Share Transfer Restrictions; Dissolution; Unique Fiduciary Duties in Close Corporations; Proxy Voting; State Law; Federal Law—Section 14(a); General Scope; Proxy Defined; Material Misrepresentations Under Rule 14a-9; Dissident’s Access under Rule 14a-7; Shareholder Proposals Under Rule 14a-8; Reimbursement of Proxy Expenses; Purpose of the Corporation; Shareholder Primacy; Charitable Giving; Other Constituency; Duty to Creditors?; Duty of Care; Attentiveness; Rational Basis; Reasonable Investigation; Compliance Systems; Criminal Violations; Immunity Shield; Duty of Loyalty; Bad Faith; Conflicts of Interest/Self Dealing; Usurpation of Corporate Opportunity; Controlling Stockholder; Control Defined; Exercise of Influence; Sale of Control; Sale of Corporate Office; Derivative Suit Procedures; Direct vs. Corporate Cause of Action; Standing; Demand Requirement; Special Litigation Committee; Recovery; Section 10(b) and Rule 10b-5: Antifraud Provision; Insider Trading; State Law; Antifraud Provisions; Short-Swing Profits under Section 16(b); Issuance of Shares; Authorized Stock; Eligible Consideration; Quantity of Consideration/Par Value; Preemptive Right; Dividends and Share Purchases; Surplus and Solvency Tests; Model Business Corporation Act Scheme; Repurchase of Shares; Nimble Dividends; Acquisition Procedures; Sale of Assets; Merger (Straight; Short-Form; Triangular); Appraisal Remedy; Tender Offer-Williams Act Amendments; Freeze-Out Mergers; Defensive Maneuvers; Unocal Doctrine; “Revlon Moment”; Blasius Holding

About the Professor:
Professor Cox joined the faculty of the School of Law at Duke in 1979, where he specializes in the areas of corporate and securities law. Jim has also taught at the law schools of Boston University, the University of San Francisco, the University of California, Hastings College of Law and Stanford. Professor Cox earned his B.S. from Arizona State University and Law Degrees at the University of California, Hastings College of Law (J.D.) and Harvard Law School (LL.M.).

In addition to his texts Financial Information, Accounting and the Law, Corporations (with Hazen and O’Neal), and Securities Regulations Cases and Materials (with Hillman and Langevoort), Professor Cox has published extensively in the areas of market regulation and corporate governance, as well as having testified before the U.S. House and Senate on insider trading and market reform issues. The Corporation treatise won the Association of American Publishers National Book Award for the Best New Professional/Scholarly Legal Book for 1995. Professor Cox served as a member of the corporation law drafting committees in California (1977–1980), North Carolina (1984–1993), and the ABA Business Law Section (2006–present).

Professor Cox memberships have included the American Law Institute, the NYSE Legal Advisory Board, and the NASD Legal Advisory Committee.