This outline discusses consideration, mutual assent, defenses, third-party beneficiaries, and assignment of
rights and delgation of duties. It also covers conditions, substantial performance, material v. minor breach, anticipatory
breach, impossibility, discharge, and remedies. Covers formalities, De Jure v. De Facto, promoters, corporate powers,
ultra vires transactions, powers, duties, and liabilities of officers and directors, and allocation of power between
directors and shareholders. It also discusses conflicts of interest in corporate transactions, close corporations,
insider trading, Rule 10b-5 and Section 16(b), and shareholders' voting rights. Also includes shareholders' right
to inspect records, shareholders' suits, capitalization, dividends, redemption of shares, fundamental changes in
corporate structure, and applicable conflict of laws principles.