Corporations and Other Business Associations: Cases and Materials, Sixth Edition / Edition 6

by Charles R. T. O'Kelley, Robert B. Thompson

Overview

Sophisticated, comprehensive, and teachable, CORPORATIONS AND OTHER BUSINESS ASSOCIATIONS: Cases and Materials, Fifth Edition, reflects major developments in the corporate law environment while remaining accessible to students.

The authors retain the features that earned the book widespread adoption:

• a careful balance of theory, cases, and problems allows law and economic theory to enrich — but not dominate — the casebook
• outstanding case selection and editing results in a thoughtful blend of classic and contemporary cases
• excellent and ample problems at the end of each chapter explore the practical applications of theory in the business world and reinforce the cases and text
• flexible organization adapts easily to different teaching approaches
• readable, straightforward writing keeps the book sophisticated, but not intimidating
• the strongest treatment of LLCs/LLPs and other business associations in any corporations casebook
• comprehensive Teacher's Manual includes sample syllabi and a transition guide
• coauthor Robert B. Thompson's website supplies additional materials, illustrations, and documents hyperlinked to cases

The Fifth Edition focuses on two major developments in the law:

• the proliferation of new business entities and the resulting changes in partnership and LLC law
• the aftermath of Enron, WorldCom, and Sarbanes-Oxley, including detailed coverage of changes in the landscape of corporate governance, particularly federal regulation via securities law, stock exchange listing standards, and state law cases such as Disney

Be sure to notice these other changes:

• additional attention to agency law and setting the stage for contrasting private ordering via contract and law in defining business relationships
• new, more teachable cases that are especially crisp in presenting basic issues
• discussion of the menu of governance choices in a post-Enron world
• broader focus to include the New York Stock Exchange listing standards regarding director duties and key recent Delaware cases like Disney
• completely updated material on LLCs, including a new subchapter
• coverage of appraisal versus fiduciary duty for friendly acquisitions, including a new focus on practitioner choices in choosing among tender offers and mergers in a cash-out setting
• addresses the new importance of disclosure as the leading regulatory vehicle for corporate governance as reflected in new case law on causation under Rule 10b-5
• updated chapter on Insider Trading includes recent developments as to Regulation FD

Product Details

ISBN-13:	9780735586024
Publisher:	Wolters Kluwer Law & Business
Publication date:	05/14/2010
Pages:	1212
Product dimensions:	7.60(w) x 10.30(h) x 1.90(d)

Table of Contents

Chapter 1. Economic and Legal Aspects of the Firm

Chapter 2. Partnerships

Chapter 3. The Corporate Form and the Specialized Roles of Shareholders, Directors, and Officers

Chapter 4. Fiduciary Duty, Shareholder Litigation, and the Business Judgment Rule

Chapter 5. Protecting Participants’ Expectations in a Closely Held Business

Chapter 6. Limited Liability Companies

Chapter 7. The Corporation as a Device to Allocate Risk

Chapter 8. Mergers and Other “Friendly” Control Transactions

Chapter 9. Changes in Control: Hostile Acquisitions

Chapter 10. Disclosure and Corporate Governance

Chapter 11. Federal Regulation of Tender Offers

Chapter 12. Insider Trading