Summary: Sophisticated, comprehensive, and teachable, CORPORATIONS AND OTHER BUSINESS ASSOCIATIONS: Cases and Materials, Fifth Edition, reflects major developments in the corporate law environment while remaining accessible to students.
The 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 do...show moreminate -- the casebook
outstanding case selection and editing results in a thoughtful blend of classic and contemporary cases
excellent and ample problems at the end of each chapter explore the practical applications of theory in the business world and reinforce the cases and text
flexible organization adapts easily to different teaching approaches
readable, straightforward writing keeps the book sophisticated, but not intimidating
the strongest treatment of LLCs/LLPs and other business associations in any corporations casebook
comprehensive Teacher s Manual includes sample syllabi and a transition guide
coauthor Robert B. Thompson s website supplies additional materials, illustrations, and documents hyperlinked to cases
The Fifth Edition focuses on two major developments in the law:
the proliferation of new business entities and the 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
Be sure to notice these other 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 are especially crisp in presenting 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, including a new focus on practitioner choices in choosing among tender offers and mergers in a cash-out setting
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 on Insider Trading includes recent developments as to Regulation FD
Edition/Copyright:5TH 06 Cover: Hardback Publisher:Aspen Law Published: 04/28/2006 International: No
View Table of Contents
1. Economic and Legal Aspects of the Firm 2. Partnerships 3. The Corporate Form and the Specialized Roles of Shareholders, Directors, and Officers 4. Fiduciary Duty, Shareholder Litigation, and the Business Judgment Rule 5. Protecting Shareholders Expectations in a Closely Held Business: Close Corporations and LLCs 6. The Corporation as a Device to Allocate Risk 7. Mergers and Other Friendly Control Transactions 8. Changes in Control: Hostile Acquisitions 9. Disclosure and Corporate Governance 10. Federal Regulation of Tender Offers 11. Insider Trading
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