Commentaries and Cases on the Law of Business Organization, Second Edition / Edition 2

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More About This Textbook

Overview

The new edition of Commentaries and Cases on the Law of Business Organization is sure to be welcomed by students and instructors alike. Updated throughout, the Second Edition continues to make the economic underpinnings of corporate law understandable and engaging. This distinguished team of authors — William T. Allen and Reinier Kraakman, joined in the second edition by Guhan Subramanian — clearly explains sophisticated concepts while providing context and perspective to enhance understanding.

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 motives behind Timberland's philanthropic program)

An author website to support classroom instruction using this title is available at http://www.aspenlawschool.com/allen2

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Product Details

  • ISBN-13: 9780735563131
  • Publisher: Wolters Kluwer Law & Business
  • Publication date: 2/28/2007
  • Edition description: Older Edition
  • Edition number: 2
  • Pages: 737
  • Product dimensions: 7.20 (w) x 10.20 (h) x 1.30 (d)

Table of Contents

Preface
Acknowledgments
1 Introduction to the Law of Enterprise Organization 1
2 Acting Through Others: The Law of Agency 13
3 The Problem of Joint Ownership: The Law of Partnership 39
4 The Corporate Form 81
5 Debt, Equity, and Economic Value 111
6 The Protection of Creditors 129
7 Normal Governance: The Voting System 171
8 Normal Governance: The Duty of Care 239
9 Conflict Transactions: The Duty of Loyalty 285
10 Shareholder Lawsuits 349
11 Transactions in Control 393
12 Fundamental Transactions: Mergers and Acquisitions 423
13 Public Contests for Corporate Control 497
14 Trading in the Corporation's Securities 577
Table of Cases 655
Index 659
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