Oranburg's Corporate Law Compendium: Stockholder Rights helps students learn the doctrine and practice of stockholder rights and their effectuation. It is designed to accompany graduate-level coursework in corporate law. This compendium has three modules corresponding with the primary stockholder rights: voting rights, suing management, and selling shares. Module One deals with corporate governance as it relates to stockholder voting rights. This includes the basics of stockholder voting, stockholder voting rights in fundamental transactions, stockholder rights to initiate corporate action, board responses to stockholder initiatives, stockholder information rights, and public stockholder activism. Module Two deals with the fiduciary duties that directors and officers owe to stockholders and stockholders' rights to sue to when these duties are breached. This includes director's substantive duties of care, oversight, and loyalty, and the procedural effectuation of those duties through stockholder direct and derivative litigation. These triumvirate duties make directors liable to the corporation or its stockholders when the board does not act with sufficient process, where it fail to set up compliance monitoring system, or where directors have a conflict of interest.

While director liability is limited by the business judgment rule, exculpation, indemnification, and insurance, stockholders can sue or cause the corporation to sue directors for violation of these duties in direct or derivative actions.Module three deals with stock markets and the rights of stockholder to sell their shares. This includes a basic overview of securities regulations, securities markets, securities fraud, and insider trading. While this module is mainly about public stock markets, it also alludes to private stock transaction.This compendium assumes that students have developed a basic working knowledge of corporations through other coursework, such as the classes I teach on Corporations & Society and Corporations & Entrepreneurship. I recommend learning those basics before attempting to tackle the information in this class. Additionally, I recommend that students who want to round out their understanding of business associations should also learn about Agency & Authority and Piercing the Corporate Veil, which I also teach in other courses.Students who have masted the basics of corporations and understand stockholder rights as covered in this course will be prepared for advanced coursework in securities regulation, venture capital financial, mergers & acquisitions, corporate governance, business planning, and other related topics.

I hope that this compendium helps you enjoy learning about corporate law!.