Cases and Materials on Corporations
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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