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About the Book

Corporations and Other Business Associations: Cases and Materials

Front Cover - Corporations and Other Business Associations: Cases and Materials

Eighth Edition 


Charles R. T. O'Kelley
Professor and Director
Adolf A. Berle, Jr. Center on Corporations, Law and Society
Seattle University

M. E. Kilpatrick Chair Emeritus
University of Georgia

Robert B. Thompson
Peter P. Weidenbruch Jr. 
Professor of Business Law
Georgetown University Law Center

2017. 1232 pages. ISBN: 978-1-4548-8302-9.

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About the Book

Sophisticated yet accessible, Corporations and Other Business Associations: Cases and Materials balances economic and legal theory with a flexible organization, popular case selection, and engaging problems.

New to the Eighth Edition:

Adds recent compensation cases to reinforce Chapter 4’s utility for teaching the dominant judicial approach to shareholder fiduciary duty litigation asserting lack of care, good faith, or loyalty, which entails understanding when courts defer to directors or, instead, apply enhanced scrutiny;

Adjusts the treatment of mergers and acqusitions, particularly in Chapter 8, to reflect judicial recognition of planners’ efforts to “cleanse” the self-interested taint from controlling-shareholder-dominatedtransactions, as in M&F Worldwide;

Pairs the traditional introduction to state and federal rules about corporate governance in chapter 3 with problems helping students to explore the sometimes surprising interaction of state corporate rules, conflicting (but often indirect) federal mandates, and more diffuse motivations of non-governmental actors such as activist shareholders, institutional investors, and ISS; 

Streamlines federal materials dealing with tender offer regulation and traditional proxy litigation paired with new developments on insider trading and Rule 10b-5 litigation

Adds a new problem to guide student discussion of planning in the LLC context to parallel the book’s long-standing use of a similar problem in the corporate context and adds concise, understandable tables to illustrate (1) how corporations differ from partnerships as to basic legal characteristics; (2) how close corporations depart from the traditional corporations template; (3) and then how LLCs vary some of the close corporations adaptations;

Casebook Benefits: 

  • Balance of theory, cases, and problems in which law and economic theory enriches without dominating the focus of the book
  • Carefully edited and selected cases— both classic and contemporary cases
  • Excellent and ample problems explore practical applications of theory in the business world
  • Flexible organization easily adapts to different teaching approaches
  • Strongest book on LLCs/LLPs and other business associations

Preface / Sample Chapters