Commentaries and Cases on the Law of Business Organization
Making the economic concepts that underlie corporate law doctrine understandable and accessible to students takes exceptional teaching and writing skills - such as those possessed by William T. Allen and Reinier Kraakman.
In Commentary and Cases on the Law of Business, this outstanding author team brings clarity and insight to the course, using economic analysis as a tool for understanding business structures and transactions.
This new teaching tool is carefully crafted to engage student interest:
co-author William Allen's experience as former Chancellor of the Delaware Court of Chancery adds a real-world perspective
clear and concise introductions and transitional text provide context and meaning
an excellent selection of cases includes classics such as Kamin v. American Express Co. (exploring the business judgment rule), Walkovszky v. Carlton (limiting shareholder liability for corporate torts), and important recent cases, such as In re Caremark (dealing with the board's responsibility to monitor for wrongdoing) and Paramount Communications Inc. v. QVC Network, Inc. (addressing the board's duty to obtain the highest value for shareholders in a sale of control transaction)
the economic analysis perspective serves as a coherent theme for the course and offers a useful analytic tool for evaluating business models
historical coverage is clear and concise, targeted to what professors want to teach
examples, hypotheticals, and diagrams illustrate the conceptual and theoretical models
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acquire action agency agent agreement Alcatel alleged amended appraisal approval assets authority bankruptcy benefit board of directors breach business judgment rule capital Cargill cash charter claim common stock company's contract controlling shareholder corporate law corporation's costs Court of Chancery creditors debt decision defendant Delaware Delaware Supreme Court derivative suit DGCL disclose disclosure dividends duty of loyalty entity equity fact fair fiduciary duty filed firm firm's fraud held holders insider trading interest investment investors issue limited liability litigation majority ment merger minority shareholders negotiated officers operation option ownership parties partners partnership payment percent person plaintiff poison pill Polan poration principal profits proposal protection proxy purchase question reasonable relationship Revlon risk securities sell shareholder vote shareholders shares statement statute stockholders takeover target tender offer tion tort transaction trust Unocal Viacom violation Vohland