Corporations and Other Business Associations: Cases and Materials

Along with a flexible organization that easily adapts to different teaching approaches, this casebook provides:

• a balance of theory, cases, and problems in which law and economic theory enriches the book without dominating its focus
• carefully edited and selected cases using a thoughtful blend of the classic and the contemporary
• excellent and ample problems that explore the practical applications of theory in the business world
• readable, straightforward writing that is sophisticated but doesn't intimidate students
• outstanding coverage of LLCs and other business associations

Thoroughly updated to reflect important recent events, the Sixth Edition presents:

• coverage of the maturing of LLCs in a new chapter (Chapter 6) that tracks the parallel questions of authority, fiduciary duty, and exit as seen in the partnership and close corporations chapters
• coverage of Delaware's legislation to give shareholders more space in corporate decision making via bylaws
• discussion of the federal government's attempt to push past Delaware in reforming corporate governance:
  • SEC-proposed rulemaking on shareholder nomination of directors
  • Say on Pay contained in TARP for financial institutions and additional regulation of compensation by the Federal Reserve and the Special Master
• coverage of board duties of oversight after Caremark and in the context of the subprime mess
• material on critical Delaware interpretations of fiduciary duty
  • the meaning and lessened reach of good faith (Stone v. Ritter, Lyondell v. Ryan)
  • limiting common law shareholder's ratification of interested director action in a fundamental corporate change context (Gantler v. Stephens)
  • express declaration of officer fiduciary duty (Ganteler v. Stephens)
  • disclosure obligations as a breach of fiduciary duty (Gantler v. Stephens, Topps Company shareholder litigation)
• coverage of changes after TelLabs regarding scienter, pleading, and causation

Corporations and Other Business Associations: Cases and Materials, Sixth Edition, provides unparalleled coverage of this complex area of the law using a comprehensible and engaging approach.

LOOKING FOR ADDITIONAL RESOURCES TO HELP YOU IN CORPORATIONS AND BUSINESS ORGANIZATIONS? TRY EXAMPLES & EXPLANATIONS: CORPORATIONS 6E (9780735578265) AND EMANUEL LAW OUTLINES: CORPORATIONS (9780735572270) --TWO OF MANY GREAT STUDY GUIDES FROM WOLTERS KLUWER LAW & BUSINESS.