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.
- 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.
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.
This lesson provides an overview of the historical significance of the ultra vires doctrine, its subsequent decline in importance, and its modern status.
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.
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.
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.
This lesson provides an introduction to voting trusts and voting agreements -- what they are, how they work, and why you might choose one over the other.
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.