Cases and Materials on Corporations

This new edition of Cases and Materials on Corporations retains the basic structure of the last edition -- discussion, notes, problems, and excerpted cases.
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3rd Edition
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ISBN: 9780327179948
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This new edition of Cases and Materials on Corporations retains the basic structure of the last edition -- discussion, notes, problems, and excerpted cases. With an eye to stimulating learning, and a focus on what future lawyers actually need to know, the Third Edition includes newer cases that will be more interesting to the students, because students will recognize and remember the events that gave rise to the disputes (e.g., the recent financial crisis and housing slump), while still retaining the essential classics. Cases and Materials on Corporations includes material vital to the actual practice of law, covering issues of corporate social responsibility, criminal law, family law, and professional ethics. The casebook also covers agency and partnership and choice of business forms, including limited liability partnerships and substantially updated materials on limited liability companies, in acknowledgement that they are now the go-to entity for small businesses. Other highlights of the new edition include extensive reworking of the chapter dealing with management’s duties to the corporation; notes on recent statutory developments, such as the Sarbanes-Oxley and Dodd-Frank Acts; and a reworking of insider trading materials, adding substantial notes to explain the case law and regulations that led to the Supreme Court’s adoption of the misappropriation theory.

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Table of contents

Chapter 1   THE CORPORATION AND OTHER BUSINESS ORGANIZATIONS: CHOICE OF FORM

Chapter 2   AGENCY CONCEPTS

Chapter 3   SOLE PROPRIETORSHIPS AND PARTNERSHIPS

Chapter 4   THE LIMITED LIABILITY COMPANY

Chapter 5   FORMATION, PROMOTER'S LIABILITY, AND DEFECTIVE INCORPORATION

Chapter 6   PIERCING THE CORPORATE VEIL

Chapter 7   SPECIAL PROBLEMS OF THE CLOSELY HELD CORPORATION

Chapter 8   CAPITALIZING THE CORPORATION

Chapter 9   CORPORATE GOVERNANCE AND THE ROLES OF OFFICERS, DIRECTORS, AND SHAREHOLDERS

Chapter 10   MANAGEMENT'S DUTIES TO THE CORPORATION

Chapter 11   SECURITIES FRAUD AND INSIDER TRADING

Chapter 12   PROXY REGULATION AND DISCLOSURE

Chapter 13   FUNDAMENTAL CHANGES

Chapter 14   DERIVATIVE LAWSUITS

TABLE OF CASES

INDEX