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Corporations and Other Business Organizations: Cases, Materials, Problems

Linda O. Smiddy, Professor of Law, Vermont Law School; Lawrence A. Cunningham, Henry St. George Tucker III Professor of Law, The George Washington University Law School

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9th Edition
ISBN: 9781531000219
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Corporations and Other Business Organizations: Cases, Materials and Problems reflects the substance and implications of the significant changes in the law of business organizations.

Retaining the organizational structure of prior editions so well-received by professors and students, this book employs a variety of engaging pedagogical approaches designed to promote a comprehensive understanding of the full body of business associations law and practice. This organization promotes optimal teaching flexibility, allowing professors to choose from a balanced mix the cases, problems, and textual readings most suitable for their individual course.

This highly teachable book of manageable length is designed to be used in a three or four semester-hour corporations law or business association course. The first two chapters deal with unincorporated business organizations and the remaining chapters focus on corporations. Most chapters open with a situation involving one or more hypothetical clients, with later situations building on earlier ones. These optional problems can be used to stimulate classroom discussion, to place the cases and other materials in an understandable context, or omitted entirely. Because this is a teaching device rather than a research tool, the authors heavily edited the cases, omitting both footnotes and internal citations while preserving the most important language.

Textual readings contain background materials on related areas such as securities regulation to impart a greater of understanding of the larger picture. An Appendix includes an introduction to financial statements.

The accompanying Teacher’s Manual (available only to professors) has also been expanded from prior versions. It explains the authors’ conception of the materials; offers a detailed analysis of the key cases; and proposes answers and explanations for the hypothetical situations.

This edition has no companion statutory volume because the authors have moved all the pertinent material to the text or Teacher's Manual.

Professors and adjunct professors may request complimentary examination copies of LexisNexis law school publications to consider for class adoption or recommendation. Please identify the book(s) you wish to receive, provide your institutional contact information, and submit your request here.

This book also is available in a heavily discounted, three-hole punched, alternative loose-leaf version printed on 8 ½ x 11 inch paper with wider margins and with the same pagination as the hardbound book.

Table of Contents

Chapter 1 - Business Organizations and Agency Principles

Chapter 2 - Traditional Business Forms and Their Progeny

Chapter 3 - Incorporation

Chapter 4 - Capitalization

Chapter 5 - Organizing the Corporation

Chapter 6 - Corporate Authority

Chapter 7 - Distributing Corporate Controls

Chapter 8 - Piercing the Corporate Veil

Chapter 9 - Dividends and Distributions

Chapter 10 - Duty of Care

Chapter 11 - Duty of Loyalty

Chapter 12 - Duties of Controlling Shareholders

Chapter 13 - Changes in Control: Corporate Combinations and Tender Offer Defenses

Chapter 14 - Shareholder Derivative Litigation and Other Resolution Processes

Chapter 15 - Indemnification and Insurance

Chapter 16 - Impact of Securities Laws on Corporations

Chapter 17 - Proxy Regulation

Chapter 18 - Tender Offers

Chapter 19 - Insider Trading and Other Securities Fraud

Chapter 20 - Short-Swing Trading: Section 16 of the Securities Exchange Act of 1934