CORPORATIONS AND LIMITED LIABILITY COMPANIES

1. I. FORMATION OF ORGANIZATIONS 204

2. II. PRE-ORGANIZATION TRANSACTIONS 210

3. III. PIERCING THE CORPORATE VEIL 214

4. IV. FINANCING THE ORGANIZATION 217

5. V. MANAGEMENT AND CONTROL 229

6. VI. FIDUCIARY DUTIES 248

6.1. A. DIRECTORS, OFFICERS, AND SHAREHOLDERS 249

7. VII. CLOSE CORPORATIONS AND SPECIAL CONTROL DEVICES 258

8. VIII. ORGANIZATIONAL STRUCTURE INCLUDING RELATIONSHIPS BETWEEN PARENTS AND SUBSIDIARIES 261

9. IX. SHAREHOLDER AND MEMBER LITIGATION: DIRECT AND DERIVATIVE 278