Corporations and Other Business Associations: Cases and Materials

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Aspen Publishers, 2003 - Business & Economics - 1071 pages
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This sophisticated yet accessible casebook balances economic and legal theory with a flexible organization, popular case selection, and effective problems. Updated and strengthened for its Fourth Edition, Corporations and Other Business Associations: Cases and Materials is the foundation of an effective teaching package for courses in corporations or business organizations. Your colleagues nationwide who depend on the O'Kelley and Thompson casebook praise its:
balance of theory, cases, and problems, with law and economics theory enriching the book, without dominating the focus
carefully selected and edited cases, blending classic and contemporary choices
excellent and ample problems to explore the practical applications of theory in the business world - by placing the problems at the end of each chapter, the authors reinforce the preceding case and textual material
readable, straightforward writing that makes the book sophisticated, but not intimidating
strong coverage of non-corporate business associationsaccompanying annual statutory supplement
The Fourth Edition introduces much new and revised material:expanded coverage of securities law and disclosure duties in generalmajor new cases, including Brehm v. Disney (clarification of pleading requirements in derivative suits), Emerald Partners v. Berlin (clarification of relationship between 102(b)(7) exculpation provisions and entire fairness review), Chesapeake v. Shore (on the application of the Unocal standard of review and the Blasius standard of review) and McMullin v. Beran (review of the fiduciary duties owed by controlling shareholders)
new material on federal regulation of insider trading
refinements to the website, including additional materials, illustrations, and documents hyperlinked to cases

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Contents

Cbnunm
1
Transaction Costs and Choice of Organizational Form
6
Agency Law and Relations with Creditors
36
Partnerships and Limited Liability Companies
47
B Fiduciary Duty
57
Partnerships Liability for Partners Actionable Conduct
80
Accommodating the Changing Needs of
87
The Corporate Form and the Specialized Roles of Shareholders
135
The Corporation as a Device to Allocate Risk
487
Ambiguous or Legally Defective Allocation of the Risk of Loss
548
RKOStanley Warner Theatres Inc v Graziano
550
Mergers and Other Friendly Control Transactions
579
Dissenters Rights
595
E Appraisal and Entire Fairness Review After Weinberger
632
F Transfer of Control for a Premium
680
B _udicial Review of Tender Ofler Defenses
715

The Articles of Incorporation
143
Initial Issuance of Securities
175
Shareholder Investment and Governance in Publicly Held Corporations
188
Fiduciary Duty Shareholder Litigation and the
221
B The Fiduciary Duty of Care
230
Fiduciary Duty Shareholder Litigation and the Business
240
The Fiduciary Duty of Loyalty
276
Special Aspects of Derivative Litigation
324
E Indemnification and Insurance
370
Insurance
379
Protecting ShareholdersExpectations in a Closely
381
Voting Agreements as to Shareholder Decisions
401
for Oppression
439
Share Repurchase Agreements
453
E Limited Liability Companies
466
Testing the Limits of PrePlanned Defenses
788
E Distinguishing Direct and Derivative Actions in the Entrenchment
799
Disclosure and Corjrorate Governance
821
Disclosure Related to Shareholder Voting
829
Disclosure Related to Buying or Selling
866
Reliance and Causation
919
Federal Regulation ofTender ogm
937
B Intersection of Federal Regulation and State AntiTakeover Statutes
963
Insider Trading
983
Extensions of the Classic Theory
1004
Regulation of Insider Trading Under 16 of the Securities Exchange
1037
Table of Cases I 053
1053
Tbbkrfllkum
1063
937
1071
Copyright

About the author (2003)

O'Kelley is M.E. Kilpatrick Professor of Law, University of Georgia School of Law.

Thompson is New York Alumni Chancellor's Chair in Law at Vanderbilt University Law School.

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