About the Book
Corporations and Other Business Associations: Cases and Materials
Sixth Edition Updated to Include Important Recent Legislation, Regulation, Litigation, and Financial Events
Charles R. T. O’Kelley
Seattle University
Robert B. Thompson
Vanderbilt
2010. 1,244 pages. ISBN: 978-0-7355-8602-4.
With Teacher’s Manual, annual statutory supplement.
About the Book
Honed through five editions, Corporations and Other Business Associations: Cases and Materials, Sixth Edition, continues to be the best choice for a casebook that is sophisticated, yet completely accessible. This popular book artfully balances economic and legal theory with a flexible organization, popular case selection, and engaging problems.
Along with a flexible organization that easily adapts to different teaching approaches, this casebook provides:
- a balance of theory, cases, and problems in which law and economic theory enriches the book without dominating its focus
- carefully edited and selected cases using a thoughtful blend of the classic and the contemporary
- excellent and ample problems that explore the practical applications of theory in the business world
- readable, straightforward writing that is sophisticated but doesn’t intimidate students
- outstanding coverage of LLCs and other business associations
- a comprehensive Teacher’s Manual and an annual statutory supplement
Thoroughly updated to reflect important recent events, the Sixth Edition presents:
- coverage of the maturing of LLCs in a new chapter (Chapter 6) that tracks the parallel questions of authority, fiduciary duty, and exit as seen in the partnership and close corporations chapters
- coverage of Delaware’s legislation to give shareholders more space in corporate decision making via bylaws
- discussion of the federal government’s attempt to push past Delaware in reforming corporate governance:
- SEC-proposed rulemaking on shareholder nomination of directors
- Say on Pay contained in TARP for financial institutions and additional regulation of compensation by the Federal Reserve and the Special Master
- coverage of board duties of oversight after Caremark and in the context of the subprime mess
- material on critical Delaware interpretations of fiduciary duty:
- the meaning and lessened reach of good faith (Stone v. Ritter, Lyondell v. Ryan)
- limiting common law shareholder’s ratification of interested director action in a fundamental corporate change context (Gantler v. Stephens)
- express declaration of officer fiduciary duty (Gantler v. Stephens)
- disclosure obligations as a breach of fiduciary duty (Gantler v. Stephens, Topps Company shareholder litigation)
- coverage of changes after TelLabs regarding scienter, pleading, and causation
Corporations and Other Business Associations: Cases and Materials, Sixth Edition, provides unparalleled coverage of this complex area of the law using a comprehensible and engaging approach.
