BUSINESS ORGANIZATIONS - 3.ª ED. 2023

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Business Organizations, Third Edition is a pedagogically rich book that recaptures student engagement in the course without sacrificing basic rigor. The traditional coverage of most books in the field is retained, but modernized in reflecting the importance of unincorporated entities and small business counseling problems. Transaction-oriented problems put the student in the practice role of advising a variety of businesses. An expository approach provides clear context for cases. Features include flowcharts, connections boxes, self-testing exercises, an interspersed series of exercises on ethics for business lawyers, a glossary of terms, and sidebars on numerical concepts and skills. Through the use of sidebar explanations or otherwise, the chapters or major sections of chapters in the book stand alone, facilitating teaching in almost any order. An online supplement includes a “business concepts for lawyers” module to be assigned as an instructor desires, as well as a variety of sample documents to show students the actual materials that lawyers work with every day.

New to the Third Edition:

Shorter length—about 8%
Delaware caselaw developments: Caremark litigation since 2019, including In re Boeing
2019 MBCA amendment that permits remote participation in shareholder meetings
New/replaced images reflect more diversity and inclusion
Updates to coverage of the federal securities laws

Benefits for instructors and students:

Modularity—achieved by keeping chapters short and self-contained—so that the book can be adapted to professors’ different priorities
Substantial material provided for free in an online supplement, to reduce overall student costs, including:
A set of complete edited codes to support all readings in the casebook; and
A module comprising a “business concepts for lawyers” guide, covering tax, accounting, financial and economic topics keyed directly to the book.
Detailed, problem-focused treatment of unincorporated entity issues and special transactional problems in counseling small businesses
Visual and pedagogical elements (including teaching and learning aids such as flow-charts and self-testing devices) that are designed to engage a generation of students and teachers accustomed to variety and visual appeal
Special cross-referencing aids to emphasize connections among related topics
An expository approach providing clear context for the traditional case material that also appears
Easy-to-digest sidebar content intended to develop student numeracy strength in tax, accounting and other relevant concepts
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Contents
Preface
Acknowledgments

Part 1: Introduction and Overview
1 Introduction: Welcome to the Law of Business Organizations!
2 The Law of Business Organizations Generally, the Choice-of-Entity Problem, and the Basic Problems of the Business Counselor

Part 2: Agency
3 Introduction to Agency Law
4 The Consequences of Agency
5 Further Topics in Agency

Part 3: The General Partnership, Other Unincorporated Entities, and the Special Problems of “Small” Business
6 Introduction to the General Partnership
7 Finance and the Sharing of Profits and Losses
8 Management and Control, and Their Legal Consequences for the Firm and Its
9 Dissolution and Winding Up
10 The Limited Partnership
11 The Limited Liability Company, Its Special Attributes, and Other Modern Alternatives
12 Fiduciary Duties in Agency and Unincorporated Entities

Part 4: The Corporation
13 Incorporation, Organization, and Promoter Issues
14 Corporate Power and Purpose
15 Introduction to Shares, Shareholders, and Corporate Debt
16 Piercing the Veil of Limited Liability
17 The Basics of Corporate Governance
18 Fiduciary Duties in the Corporate Context: The Duty of Care
19 The Duty of Loyalty and Conflicts of Interest: Self- Dealing Transactions and Corporate Opportunities
20 Further Problems in the Duty of Loyalty: Good Faith and Disclosure
21 Exculpation, Indemnification, and Insurance
22 Derivative Litigation

Part 5: Corporate Control Transactions
23 Corporate Control Transactions, Part I: Introduction, Negotiated Transactions, and Sales of Control
24 Corporate Control Transactions, Part II: Tender Offers, Tender Offer Defenses, and Special Fiduciary Duties in Hostile Takeover Situations

Part 6: Special Considerations in the Close Corporation Context
25 Special Considerations in the Close Corporation Context, Part II: Fiduciary Duty and Oppression
27 Special Considerations in the Close Corporation Context, Part III: Deadlock and Dissolution

Part 7: The Federal Law of Securities Regulation: A Brief Introduction for the General Practitioner
28 Introduction to Federal Securities Regulation: The Statutory Framework, the Definition of a “Security,” Registration Requirements, and Exemptions from Registration
29 Proxy Regulation
30 Fraud and Related Issues Under Rule 10b-5
31 Trading by Insiders: Rule 10b-5

Glossary
Table of Cases
Index