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More specifically, the authors focus on (1) explaining the basic concepts that you have covered in class, (2) providing a business and practice context for those concepts, and (3) showing how the concepts are consistent (and sometimes inconsistent) with each other. Their book is organized around the life cycle of business-beginning with the choice of the form of business structure, ending with the choices of possible "end-games" for the business and its owners, and covering the common legal issues in running and growing a business. Business Structures in a Nutshell can help your students, whether they've come to your first class as poets or accountants.
Table of Cases
Note Regarding Statutory Citations
What Does the Basic Business Course in Law School (and This Book) Cover?
What is Common to All Business Structures?
How Do the Different Business Structures Differ?
How Do You Select the Best Business Structure for a Particular Business?
Types of Business Structures
Summary of Business Structures Available Today
The Evolution of Business Structures
How Are the Various Business Structures Formed?
Limited Liability Company (LLC)
What Are the Limits of Limited Liability
The Concept of Limited Liability and the Policy Underlying the Concept
The Scope of Limited Liability Provided by Unincorporated Business Structures
How Do Businesses Raise Money?
Sources of Financing
Basic Definitions—Terms and Concepts
The Debt-Equity Mix and Leverage
Authorization and Issuance of Stock
Issuing More Shares—Preemptive Rights and Dilution
Raising Capital—Regulation Under the Securities Act of 1933
Who Decides What As To How Businesses Operate? (Governance)
Governance of Unincorporated Business Structures
Governance of Corporations
What Are the Legal Duties of the Decision Makers and How Are Those Duties Enforced? (herein Fiduciary Duties)
Fiduciary Duties of Corporate Directors and Officers
Fiduciary Duties of Control Shareholders
Fiduciary Duties of Partners
Fiduciary Duties in Close Corporations
Fiduciary Duties in an LLC
How Are Violations of Fiduciary Duties Enforced? (herein Shareholders' Derivative Suits)
What Protection Does the Law Give to Persons Who Buy or Sell Securities? (herein Rule 10b-5)
Misrepresentation Cases (herein Elements of a Rule10b-5 Case)
How Do the Owners of a Business Make Money?
Limited Liability Companies
How Do Business Structures End?