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Benefit corporation law and governance : pursuing profit with purpose /
An authoritative guide to a new form of governance, this book is an invaluable resource for legal and financial professionals, as well as interested entrepreneurs and investors who want to understand how purposeful corporate governance can be put into practice. --
| Clasificación: | Libro Electrónico |
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| Autor principal: | |
| Formato: | Electrónico eBook |
| Idioma: | Inglés |
| Publicado: |
Oakland, CA :
Berrett-Koehler Publishers,
[2018]
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| Edición: | First edition. |
| Colección: | BK business book.
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| Temas: | |
| Acceso en línea: | Texto completo (Requiere registro previo con correo institucional) |
Tabla de Contenidos:
- Cover; Half Title; Title; Copyright; Dedication; Contents; Foreword; Preface; Introduction: A Corporate Lawyer's Journey; Part I: Shareholder Primacy and Its Discontents; Chapter 1 Corporations and Investors: Setting the Stage; The Corporation; The Investment Chain; Chapter 2 Fiduciary Duties for Conventional Corporations: Enforcing Shareholder Primacy; Basic Rules of Corporate Governance; For Whom Is the Corporation Managed?; Chapter 3 Standards of Review: How Judges Decide Whether Directors Are Putting Shareholders First; Function of Standards of Review; The Business Judgment Rule.
- The Entire Fairness StandardIntermediate Standards of Review: Enhanced Business Judgment Rule; Standards of Review for Shareholder Voting; Chapter 4 The Responsible Investing Movement; Responsible Investors; Concessionary Versus Non-Concessionary Responsible Investors; Doing Well by Doing Good: No Concession; The Paradox of the Value of Commitment: The Concession that Isn't; Universal Owners: Making Concessions to Preserve the Commons; Shareholder Primacy and Responsible Investing; Part II: Governing for Stakeholders; Chapter 5 The Model Benefit Corporation Legislation.
- Prelude: The Benefit Corporation MovementProvisions of the MBCL; Chapter 6 The Delaware Public Benefit Corporation Statute; Delaware's Approach to Benefit Corporations; Responsible and Sustainable Management: The Balancing Obligation; Duties of Directors; Transparency; Supermajority Shareholder Votes; Appraisal Rights; Corporate Name: Providing Notice to Investors; Chapter 7 Operating Benefit Corporations in the Normal Course; The Business Judgment Rule; A Longer-Term Lens?; Practical Implications for Ordinary Business Decisions.
- Chapter 8 Operating Benefit Corporations in Extraordinary SituationsBenefit Corporations and Conflict Transactions; Change-in-Control and Defensive Situations; Proxy Contests and Franchise Rights; Decisions Affecting Security Holders of Different Classes Differently; Part III: Other Paths: Stakeholder Governance by Other Means; Chapter 9 Constituency Statutes: A Viable Alternative for Stakeholder Governance?; Adoption of Constituency Statutes; Operation of Constituency Statutes; Reaction to Constituency Statutes; Constituency Statute Litigation; Economic Impact of Constituency Statutes.
- Chapter 10 Could a Conventional Corporation Adopt Stakeholder Values?The Statutory Framework in Delaware; Delaware Law Does Not Authorize Private Ordering of Fiduciary Duties; Other Jurisdictions and Practicalities; Chapter 11 Limited Liability Companies and Social Purpose Corporations; Ordinary Limited Liability Companies; Benefit Limited Liability Companies; Social Purpose Corporations; Epilogue; Appendix A: Model Benefit Corporation Legislation (with Explanatory Comments); Appendix B: Delaware General Corporation Law Subchapter XV: Public Benefit Corporations.