Cases and Materials on Corporations, Including Partnerships and Limited Liability CompaniesThis title covers the law of business associations for introductory courses. It discusses all forms of business organizations, including agency, general partnerships, closely held corporations, publicly held corporations, limited partnerships, limited liability partnerships, and limited liability companies. The material on the unincorporated business forms has been completely revised and updated to reflect the centrality of these forms of business organization in modern law practice and in the economy generally. Among other state and model statutes, the Revised Uniform LLC Act (2006), the Revised Uniform Partnership Act (1997), the Uniform Limited Partnership Act (2001), and the Third Restatement of Agency (2006) are thoroughly discussed and cited. The casebook also covers fiduciary duties; corporate and other organizational governance; transactions by partners, directors, managers, and others; indemnification and insurance; and federal securities law, including insider trading and the Private Securities Litigation Reform Act. It also covers topics such as the Sarbanes-Oxley Act, the Securities Litigation Uniform Standards Act, and new regulations about full disclosure by registered publicly held companies. |
Contents
Chapter One Introduction | 1 |
Chapter Two Agency | 15 |
Duties of the Agent and the Principal to Each Other | 35 |
Copyright | |
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accounting AGENCY agent agreement alleged Appeals assets authority Bank board of directors breach business judgment rule capital certificate claim close corporation committee common stock conduct contract Corp Corporate Governance corporate veil Corporation Law corporation's Court of Chancery creditors cumulative voting decision defendants Delaware derivative action derivative suit disclosure dissolution dividends election employees Enron entitled equity executive F.Supp fact fair faith federal fiduciary duty filed firm fraud held corporations holders income interest investors involved issue liability limited litigation loan majority MBCA meeting ment merger minority shareholders officers operations owner par value partners partnership payment person plaintiff principal profits proposal proxy statement purchase reasonable RESTATEMENT result RUPA S.Ct Section securities shareholders shares statute statutory stockholders subsidiary tion Trans Union transaction trial court trust Van Gorkom Vinson & Elkins violation voting voting trust