Commentaries And Cases On The Law Of Business Organization

Buy anew versionof this Connected Casebook and receiveaccessto theonline e-book, practice questionsfrom your favorite study aids, and anoutline toolon CasebookConnect, the all in one learning solution for law school students. CasebookConnect offers you what you need most to be successful in your law school classes - portability, meaningful feedback, and greater efficiency.This looseleaf version of the Connected Casebook does not come with a binder. The extraordinary authorship of William A. Allen and Reinier Kraakman provides a unique real-world perspective to Commentaries and Cases on the Law of Business Organization. Logical and flexible organization allows for chapters to be taught in any order to accommodate alternative teaching approaches. Rich commentary in the form of explanatory notes facilitates teaching and understanding. Careful case selection and editing presents both classic and important recent cases. An economic-analysis perspective is made accessible through clear and consistent explanatory text. Examples, hypotheticals, and diagrams illustrate conceptual and theoretical models. The text can easily be used in a Business Organization course with a focus on corporate law. The Teacher's Manual includes detailed guidance for structuring the course, case analyses, and answers to questions raised in the book. Features: New chapter on basic finance and valuation concepts that updates materials from earlier editions Extensively revised chapter on the corporate voting system which addresses the success of several governance reforms Updated discussion of the duty of loyalty including Delaware benefit corporations and the demise of Emerald Partners II Up-to-date and authoritative commentary on the Delaware case law A presentation centered on the principal-agent problem, which gives students a functional framework for understanding both statutory law and judicial decisions CasebookConnectfeatures: ONLINE E-BOOK Law school comes with a lot of reading, so access your enhanced e-book anytime, anywhere to keep up with your coursework. Highlight, take notes in the margins, and search the full text to quickly find coverage of legal topics. PRACTICE QUESTIONS Quiz yourself before class and prep for your exam in the Study Center. Practice questions fromExamples & Explanations, Emanuel Law Outlines, Emanuel Law in a Flashflashcards, and other best-selling study aid series help you study for exams while tracking your strengths and weaknesses to help optimize your study time. OUTLINE TOOL Most professors will tell you that starting your outline early is key to being successful in your law school classes. The Outline Tool automatically populates your notes and highlights from the e-book into an editable format to accelerate your outline creation and increase study time later in the semester.

Extraordinary authorship adds a unique real-world perspective to Commentaries and Cases on the Law of Business Organization. Logical and flexible organization allows for chapters to be taught in any order to accommodate alternative teaching approaches. Rich commentary in the form of explanatory notes facilitates teaching and understanding. Careful case selection and editing presents both classic and important recent cases and an economic-analysis perspective is made accessible through clear and consistent explanatory text. Examples, hypotheticals, and diagrams illustrate conceptual and theoretical models. The text can easily be used in any Business Organization course with a focus on corporate law. New to the Sixth Edition: Extensively revised Chapter on rise of alternative business entities (e.g., LLCs, LPs) and case law pertaining to them such as Dieckman and Miller). Also, we discuss implications of greater contractualization of fiduciary duties in business entities – a theme repeated in numerous places throughout the book. Extensively revised and updated Chapter on corporate voting discussing the impact of institutional investors and asset managers (alternatively hedge funds and index funds); the new SEC rules on proxy advisory firms and shareholder proposals; and the growth of ESG related proposals. Updated and revised discussion on the duty of loyalty, corporate purpose, and the rise of public benefit corporations. Updated and revised discussions in a number of Chapters including on developments related to Caremark duties and compliance programs (e.g., the Marchand decision); Creditor protection; basic finance and valuation; judicial review of executive compensation (e.g., Investors Bancorp); regulation of shareholder litigation (e.g., Trulia; Sciabacucci); insider trading (e.g., Salman, Martoma, and Dozorkho) and fraud on the market. Extensively revised and updated Chapter on Mergers & Acquisitions discussing the rise of deal litigation, appraisal actions, and fair value determinations (e.g., Dell; Aruba; Jarden) along with developments in fiduciary duty class actions related to freeze out mergers under M.F. Worldwide such as Synutra. Extensively revised and updated Chapter on Corporate Control Contests including discussion of Corwin and its progeny including Morrison and PLX. Professors and student will benefit from: Extensive commentary, particularly on Delaware corporate law but also including references to the law in other states and foreign jurisdictions. A coherent conceptual structure, which emphasizes the unique characteristics of fiduciary law as well the basic agency conflicts that underlie corporate law. Tightly edited cases, which make for brief but concentrated reading assignments, together with focused discussion questions. Teaching materials Include: Teacher’s Manual The Teacher’s Manual includes detailed guidance for structuring the course, case analyses, and answers to questions raised in the book. PowerPoint Slides

This highly accessible casebook retains the features that made it successful. The authors - draw upon the experiences of William Allen, former Chancellor of the Delaware Court of Chancery, to add a unique real-world perspective to the book - employ a logical and flexible organization that allows chapters to be taught out of order to accommodate alternative teaching approaches - use clear and concisely written introductions and transitional text to provide context and perspective - facilitate teaching and understanding through rich commentary in the form of explanatory notes - draw upon both classic and important recent cases and select and edit them to maximum effect - use the economic analysis perspective, presented through clear and consistent explanatory text, as a coherent theme for the course and a useful analytic tool for evaluating business models - draw upon examples, hypos, and diagrams to illustrate conceptual and theoretical models - provide a Teacher's Manual that includes detailed guidance for structuring the course, case analyses, and answers to questions raised in the book. Additional PowerPoint slides provide case summaries and raise cutting-edge and interesting points The Second Edition has been updated throughout, and it - provides more connections to the recent empirical literature on various topics - includes additional problems as well as recent cases, such as Disney and Omnicare - introduces a new feature: Sidebars that provide brief biographies or additional facts that add color to the cases being examined (e.g., biographies of Eldbridge Gerry, Frank Lorenzo, and Sumner Redstone, and an exploration of the business motivesbehind Timberland's philanthropic program)

Commentaries and Cases on the Law of Business Organizations: 2021-2022 Statutory Supplement

From the authors of Commentaries and Cases on the Law of Business Organization, this comprehensive yet concise Statutory Supplement provides relevant excerpts from state and federal statutes, SEC rules and regulations, restatements and model codes, and comparable provisions from non-U.S. jurisdictions. An indispensable reference text, The 2007 – 2008 Statutory Supplement will complement any casebook for Corporations or Business Organizations. Including timely developments and all of the essential sources: The Restatement (Second) of Agency The Restatement (Third) of Agency The Restatement (Second) of Trusts The Uniform Partnership Acts The Delaware Revised Uniform Partnership Act The Delaware Limited Liability Company Act Delaware General Corporation Law The Model Business Corporation Act The New York Business Corporation Act The Indiana Code: Standard of Conduct for Directors The ALI’s Principles of Corporate Governance The Federal Rules of Civil Procedure The Uniform Fraudulent Transfer Act The Securities Exchange Act Regulation FD Regulation S-K The Sarbanes-Oxley Act the NYSE Listed Company Manual The NYSE Listed Company Manual The Hart-Scott-Rodino Antitrust Improvement Act Directive 2004/25/EC of the European Parliament and of the Council on Takeover Bids

As a part of our CasebookPlus offering, you'll receive the print book along with lifetime digital access to the eBook. Additionally you'll receive the Learning Library which includes quizzes tied specifically to your book, and outline starter and digital access to leading study aids in that subject and the Gilbert Law Dictionary. This title covers the law of business associations for introductory courses. It discusses 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 revised, updated, and expanded 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 discussed and cited.

Modern cases highlight the legal principles involving parties and situations that are entrepreneurial in nature in this one-of-a kind text. Students are presented with solid doctrine in the various disciplines covered in Entrepreneurship Law and come to understand their interrelatedness. A chronological approach, from the conception of the idea through all stages of the business, includes potential exit strategies such as the sale of the venture or an initial public offering. Hypotheticals, in the form of a running case study based on the authors’ vast experience as practicing attorneys, focus on the very real issues entrepreneurs face. The authors teach at Northwestern Law, well-known for its entrepreneurship course, which is one of the longest-running in the United States. Entrepreneurship Law: Cases and Materials is the only law school casebook of its kind. New to the Second Edition: New cases and readings reflecting changing doctrine in employment law, intellectual property, and securities law (including crowdfunding) Greater attention to social entrepreneurs, including the addition of public benefit corporations, L3Cs, and nonprofits to the chapter on creating an entity Refreshed and updated readings and materials reflecting current trends and practices in financing of entrepreneurial ventures Updates reflecting feedback from current adopters and students in the authors’ course at Northwestern Professors and student will benefit from: Modern cases that highlight the legal principles involving parties and situations that are entrepreneurial in nature Presents solid doctrine in the various disciplines covered in Entrepreneurship Law while also emphasizing their interrelatedness Provides a chronological approach to the subject, from the conception of the idea through all stages of the business, including potential exit strategies such as the sale of the venture or an initial public offering Contains hypotheticals and involved, practice-oriented skills-based problems that focus on actual issues entrepreneurs face that are informed by the authors’ real experiences as practicing attorneys Classroom tested by faculty at multiple law schools. Authors teach at Northwestern Law, well-known for its entrepreneurship course, one of the longest-running in the United States The only law school casebook of its kind Teaching materials Include: Website for adopting faculty with resources including sample syllabi, practice problems, and other curricular materials