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  • This Subject Area Index lists all CALI lessons covering Corporations.
  • 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.


Shareholder Voting: Straight vs. Cumulative

This lesson discusses cumulative voting and how it differs from straight voting. It describes the mechanics of cumulative voting—how many votes each shareholder gets, how those votes may be cast, and how the result is determined. It also illustrates how cumulative voting can go awry if shareholders are not careful. Finally, it discusses several possible ways that a majority shareholder dissatisfied with cumulative voting may try to circumvent it.

Statutory Interpretation

This lesson introduces the student to the doctrine and processes involved in interpreting state and federal statutes.  Statutes are a critical part of every substantive area of the law, so this is important background for every student, legal professional, lawyer and judge.

Tort in Agency : (a) Independent Contractor (b) Scope of Authority

This lesson focuses on a tort relation, one where the agent harms the third party, giving the third party a tort claim. Our inquiry is on whether the third party can bring this claim against the principal and the related policy. The lesson is cognizant that this may be your first encounter with agency, a concept that serves as the foundation of business law.

The lesson also includes problems that address Coasean irrelevance (which is often known as the "Coase Theorem").

Types of Business Combinations

This lesson is a brief introduction to the four major types of corporate acquisitions: mergers, compulsory share exchanges, sales of assets, and tender offers. It includes descriptions of different types of mergers: stock-for-stock mergers, cashout mergers, and triangular mergers. It also briefly explains multi-step transactions, such as tender offers followed by cashout mergers or sales of assets followed by dissolution of the selling corporation.

Types of Securities

This is the first of a series of lessons dealing with issues concerning how a corporation raises the money it needs to operate its business. This lesson focuses on the types of securities a corporation may issue (debt and equity) and the reasons it may choose one or the other. The lesson also introduces students to the difference between common and preferred shares and identifies differences in the approaches of Delaware and of the Model Business Corporation Act. After completing the lesson, the student should know: 1. What a corporate security is; 2.

Valuation: Basic Skills

This is a lesson that introduces the basics of valuation. The lesson teaches about moving money through time using rates of interest or discount, and the use of rates and of price/earnings ratios to value businesses.

The lesson does not assume any economic knowledge. If you already know the basics of valuation, then you should switch to the lesson on the Capital Asset Pricing Model.

What is a Director's Conflicting Interest Transaction?

This lesson reviews the definition of "director's conflicting interest transaction" in subchapter F of chapter 8 of the Revised Model Business Corporation Act. It focuses on the definition and does not discuss judicial review of director's conflicting interest transactions under subchapter F. That is dealt with in a companion lesson, Judicial Review of Director's Conflicting Interest Transactions under the Model Business Corporation Act.