Examples and Explanations for Corporations, Ninth Edition

• ISBN: 9781543805659

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• Description

  Informal and student-friendly, this best-selling study guide – recommended widely by professors in both Business Associations and Corporations courses – provides thematic coverage of the law of business organizations, beginning with agency and partnership law and focusing on corporations. Examples and Explanations for Corporations, Ninth Edition, combines clear text with examples and explanations that allow students to test their understanding of concepts and practice applying the law to real-life fact patterns.

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  New to the Ninth Edition:

  • Updates based on recent corporate statute revisions, including to the Delaware General Corporation Law and the Model Business Corporation Act (revised, 2016)
  • New expanded materials on law of agency, with new examples and explanations focused on sole-proprietorship and agency law concepts tested on bar exams
  • New expanded materials on partnership law, with summaries of cases used in leading casebooks and new examples and explanations on partnership law concepts tested on bar exams
  • Expanded materials on comparisons of LLCs and corporations, including on the growth of LLCs, inspection rights, fiduciary duties, and oppression
  • New materials on “purpose of the corporation,” including the recent Business Roundtable statement on corporate purpose and hybrid-purpose benefit corporations
  • New illustrations of flow-through tax treatment, based on recent changes to the Internal Revenue Code and tax rates for individuals and corporations
  • Descriptions of dual-class voting structures, with illustrations of companies such as Google/Alphabet that have adopted such structures
  • Updated description of shareholder activism and recent developments in use of shareholder proposal rule, including emergence of ESG investing and Blackrock’s letters to CEOs
  • Updates on regulation of securities offerings, including new exemptions for financial crowdfunding and mini-registrations under Regulation A+
  • Revised text on new cases claiming lapses in board oversight, including Delaware Supreme Court’s decision in Marchand v. Barnhill
  • Materials on Supreme Court decisions (including Lorenzo and In re Trulia) affecting the procedure and elements applicable to securities fraud class actions
  • Revised text and examples on tipping liability in insider-trading cases, after Supreme Court’s decision in US v. Salman  
  • New materials on recent Delaware M&A cases, including Kahn v. M&F Worldwide Corp. and Corwin v. KKR Financial Holdings, LLC

  Professors and students will benefit from:

  • Business Associations and Corporations are foundational courses of the business law curriculum. This study guide introduces students to the vocabulary of business law, identifies the basic concepts that undergird the different business organizational forms, and provides a framework for understanding the relationship of these concepts.
  • Each chapter provides an accessible description of the relevant concepts and then gives students a chance to compare their responses to concrete examples with the book’s detailed explanations.