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Intended for the basic course in Business Organizations, Cases and Materials on Business Entities encompasses corporations, agency, partnership, and LLCs. Its extended coverage of alternative business entities distinguishes it from the more limited corporations-focused coverage of many business organizations texts. The author includes elaborate problems designed to help students become practice-ready as well as enhanced coverage of LLCs and principal cases that were decided within the last 20 years. The recipient of numerous teaching awards and a former clerk at the California Supreme Court and the U.S. District court, author Eric Chiappinelli has taught, written, and practiced extensively in business entities, corporate law, securities regulation, and civil procedure.
- Over 20 new cases, including Shawe v. Elting (Del. 2017). All principal cases are less than 20 years old.
- Corporation chapters reflect MBCA (2016), and Partnership materials reflect UPA (2013). LLC chapter has been revised and updated.
- New materials on ultra vires and ultimate beneficiaries.
- New discussion of DGCL §§ 204 and 205 and MBCA (2016) Subchapter E (ratifying defective acts)
- New real-life examples: Kate Spade acquired by Coach and Toys “R” Us bankruptcy.
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Table of Contents
Part I. The Practice of Business Law
• Practicing Corporate Law
• Business and Businesses
Part II. Agency
Part III. Corporations
• The Incorporation Process
• Capital Formation
• Cashing Out: Distributing Money to Shareholders
• Getting Money to Creditors When the Corporation Can't Pay
• How Corporations Take Actions
• Restrictions on the Board's Power
• The Duty of Loyalty of Directors (and Officers)
• The Duty of Care of Directors (and Officers)
• Standards of Review of Board Actions
• Do the Restrictions Work?
• Shareholder Governance Powers: Paradigms and Public Companies
• Shareholder Governance Questions Most Often Seen in the Privately Held Corporation
• Change of Control
Part IV. Unincorporated Entities
• Limited Liability Companies
Part V. Choice of Form
• Choice of Entity