Acknowledgments xi

Preface xiii

Corporation Statutes 1

Model Business Corporation Act 3

Delaware General Corporation Law 197

ALI, Principles of Corporate Governance 319

California Corporations Code (Selected Sections) 361

New York Business Corporation Law (Selected Sections) 397

Selected Other Constituencies Statutes 433

Connecticut Stock Corporation Act 433

Georgia Business Corporation Code 433

Maine Business Corporation Act 434

Pennsylvania Business Corporation Code 434

Wyoming Business Corporation Act 435

New York Stock Exchange Listed Company Manual 437

Derivative Complaint: The Walt Disney Company Litigation 457

Corporation Forms 487

Articles of Incorporation 489

Bylaws 493

Agency Law 501

Restatement (Second) of Agency (Selected Sections) 503

Restatement (Third) of Agency (Selected Sections) 515

Unincorporated Business Association Statutes 533

Uniform Partnership Act (1914) 535

Uniform Partnership Act (1997) 553

Delaware Limited Liability Company Act 581

Uniform Limited Liability Company Act (2006) 643

Uniform Limited Partnership Act (2001) 671

Federal Securities Laws, Regulations, and Forms 701

Securities Act of 1933 703

Selected Rules and Regulations Under the Securities Act of 1933 737

Forms Under the Securities Act of 1933 785

Securities Exchange Act of 1934 795

The Sarbanes-Oxley Act of 2002 893

Rules, Regulations, and Forms Under the Securities Exchange Act of 1934 903

Regulation S-K-Standard Instructions for Filing Forms Under Securities Act of 1933, Securities Exchange Act of 1934, and Energy Policy and Conservation Act of 1975 1059

Other Federal Regulations 1141

Standards of Professional Conduct for Attorneys Appearing and Practicing Before the Commission in the Representation of an Issuer 1143

Regulation Crowdfunding General Rules and Regulations 1153

Regulation AC-Analyst Certification 1167

Regulation FD 1171

Regulation G 1175