Corporations and Other Business Associations: Cases and MaterialsThe authors retain the features that earned the book widespread adoption: - a careful balance of theory, cases, and problems allows law and economic theory to enrich -- but not dominate -- the casebook - excellent and ample problems at the end of each chapter - flexible organization - readable, straightforward writing - the strongest treatment of LLCs/LLPs and other business associations available - comprehensive Teacher's Manual includes sample syllabi and a transition guide The Fifth Edition focuses on two major developments in the law: - proliferation of new business entities and resulting changes in partnership and LLC law - the aftermath of Enron, WorldCom, and Sarbanes-Oxley, including detailed coverage of changes in the landscape of corporate governance, particularly federal regulation via securities law, stock exchange listing standards, and state law cases such as Disney Other notable changes: - additional attention to agency law and setting the stage for contrasting private ordering via contract and law in defining business relationships - new, more teachable cases that present basic issues - discussion of the menu of governance choices in a post-Enron world - broader focus to include the New York Stock Exchange listing standards regarding director duties and key recent Delaware cases like Disney - completely updated material on LLCs, including a new subchapter - coverage of appraisal versus fiduciary duty for friendly acquisitions - addresses the new importance of disclosure as the leading regulatory vehicle for corporate governance as reflected in new case law on causation under Rule 10b-5 - updated chapter onInsider Trading includes recent developments as to Regulation FD |
Contents
Economic and Legal Aspects of the Firm | 1 |
Tailored Majoritarian and Penalty Default Rules | 10 |
The Firm and the Law of Agency | 14 |
Copyright | |
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action Adlerstein agreed agreement alleged amended appraisal approval assets authority board of directors breach of fiduciary business judgment rule bylaws capital Caremark cash claim close corporation company's complaint conduct contract Corp corporate law corporate opportunity corporate veil corporation's Court of Chancery decision defendants Delaware Supreme Court derivative suit determine disclosure dissolution dividends duty of care duty of loyalty elected employee employment entire fairness entitled fact faith fiduciary duty firm Fleetway Gorkom held holders incorporation interest investment investors issue joint venture judicial limited liability company litigation majority MBCA meeting ment merger minority shareholders minority stockholders negotiations officers operating option Ovitz parties partners partnership percent piercing plaintiff profits proposal Prosser proxy purchase reasonable result Section shareholders shares Special Committee statute statutory subsidiary Supr tion Trans Union transaction trial court Van Gorkom voting