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  • This Subject Area Index lists all CALI lessons covering Business Associations.
  • The Business Associations & Corporations Outline allows you to search for terms of art that correspond to topics you are studying to find suggestions for related CALI Lessons.

Business Associations

Corporate Opportunity Doctrine

This lesson examines a subset of the fiduciary obligations of directors and officers--their duty of loyalty to the corporation--the Corporate Opportunity Doctrine.

Directors and Officers have a fiduciary obligation NOT to appropriate certain business opportunities for personal gain. This lesson will set out a framework for determining (1) whether a business opportunity is a "corporate opportunity" and (2) if it is a "corporate opportunity", a procedure by which a director or officer may pursue it without risking liability.

Delaware's Judicial Review of Board Action in Transactions Involving Corporate Control I: UNOCAL

This lesson will familiarize students with the "Unocal Doctrine", a standard of judicial review under Delaware law. The Unocal doctrine applies to a board's defensive conduct when opposing a hostile takeover and attempting to prevent a change of corporate control.

The lesson is the first of two lessons concerning Delaware's heightened standards of judicial review of board action in transactions involving control. The other lesson involves the "Revlon" and "Blasius" doctrines.

Delaware's Judicial Review of Board Action in Transactions Involving Corporate Control II: REVLON and BLASIUS

This lesson will familiarize students with the "Revlon" and "Blasius" doctrines, standards of judicial review under Delaware law. The Revlon doctrine applies to board actions taken when a change of control or sale of the corporation is inevitable. The Blasius doctrine applies when a board has acted with the primary purpose of interfering with a shareholder vote.

The time to complete this lesson varies depending on whether you decide to complete the section entitled "Review of Delaware law."

Employer and Employee Relationships

This lesson examines the creation of the master/servant relationship in agency law and contrasts that relationship with the status of independent contractor. The lesson provides an opportunity to think about why the distinction is important and how to tell whether a given relationship rises to the level of being a master/servant relationship or is merely an independent contractor relationship.

Introduction to the Federal Regulation of Proxy Solicitation

This lesson will provide students with an introduction to the federal regulation of proxy solicitation. The lesson begins with a short description of the process of voting by proxy. It continues with an overview of the regulatory scheme, including a detailed analysis of section 14(a) of the Securities Exchange Act of 1934, and an introduction to Regulation 14A (the Proxy Rules and Sched. 14A), promulgated thereunder by the SEC. It is recommended that students bring a print copy of the Proxy Rules with them to use in conjunction with this lesson.

Issuance of Shares - Part I

This is one of a series of lessons dealing with the issuance of shares by a corporation. Before beginning this lesson, you should have completed the lesson "Types of Securities" or have an understanding of notes, bonds and debentures, common and preferred stock, and rights and warrants. This lesson focuses on basic concepts and terminology and addresses issues contained in what are called the legal capital provisions of corporate codes. You will encounter equity capitalization, par value, capital, capital surplus and earned surplus accounts in a balance sheet.