Commentaries and Cases on the Law of Business Organization

Book excerpt: Extraordinary authorship adds a unique real-world perspective to Commentaries and Cases on the Law of Business Organization. Logical and flexible organization allows for chapters to be taught in any order to accommodate alternative teaching approaches. Rich commentary in the form of explanatory notes facilitates teaching and understanding. Careful case selection and editing presents both classic and important recent cases and an economic-analysis perspective is made accessible through clear and consistent explanatory text. Examples, hypotheticals, and diagrams illustrate conceptual and theoretical models. The text can easily be used in any Business Organization course with a focus on corporate law. New to the Sixth Edition: Extensively revised Chapter on rise of alternative business entities (e.g., LLCs, LPs) and case law pertaining to them such as Dieckman and Miller). Also, we discuss implications of greater contractualization of fiduciary duties in business entities – a theme repeated in numerous places throughout the book. Extensively revised and updated Chapter on corporate voting discussing the impact of institutional investors and asset managers (alternatively hedge funds and index funds); the new SEC rules on proxy advisory firms and shareholder proposals; and the growth of ESG related proposals. Updated and revised discussion on the duty of loyalty, corporate purpose, and the rise of public benefit corporations. Updated and revised discussions in a number of Chapters including on developments related to Caremark duties and compliance programs (e.g., the Marchand decision); Creditor protection; basic finance and valuation; judicial review of executive compensation (e.g., Investors Bancorp); regulation of shareholder litigation (e.g., Trulia; Sciabacucci); insider trading (e.g., Salman, Martoma, and Dozorkho) and fraud on the market. Extensively revised and updated Chapter on Mergers & Acquisitions discussing the rise of deal litigation, appraisal actions, and fair value determinations (e.g., Dell; Aruba; Jarden) along with developments in fiduciary duty class actions related to freeze out mergers under M.F. Worldwide such as Synutra. Extensively revised and updated Chapter on Corporate Control Contests including discussion of Corwin and its progeny including Morrison and PLX. Professors and student will benefit from: Extensive commentary, particularly on Delaware corporate law but also including references to the law in other states and foreign jurisdictions. A coherent conceptual structure, which emphasizes the unique characteristics of fiduciary law as well the basic agency conflicts that underlie corporate law. Tightly edited cases, which make for brief but concentrated reading assignments, together with focused discussion questions. Teaching materials Include: Teacher’s Manual The Teacher’s Manual includes detailed guidance for structuring the course, case analyses, and answers to questions raised in the book. PowerPoint Slides