Corporate Governance: Law Library Reserve Materials

New book purchase includes complimentary digital access to the eBook. This edition incorporates recent updates to the Model Business Corporation Act, Delaware General Corporation Law, and the rules under the Securities Exchange Act. Among the most significant changes in this edition are the 2023 amendments to Sections 242 and 272 of the Delaware General Corporation Law. Section 242 governs charter amendments.New Section 242(d) allows corporations with only one class of stock and no series divisions to modify their charters for a forward stock split without needing shareholder approval. Additionally, this section eases the voting requirements for public companies looking to amend their charters for increasing or decreasing authorized shares or for executing a reverse stock split. The amendment must receive more votes in favor than against, and the company must satisfy the post-amendment listing criteria, including the minimum number of shareholders. If the amendment alters the number of authorized shares, a separate vote by each class of shareholders is mandatory, except if the charter waives this need under Section 242(b)(2).Furthermore, Section 242(a)(3) has been updated to specify that stock splits should affect all "issued" shares, encompassing both the shares currently in circulation and those held in the company's treasury.Section 272 has been updated to allow corporations to mortgage or pledge their properties and assets without needing shareholder approval. It includes a new provision creating a safe harbor for secured creditors, enabling them to sell, lease, or exchange mortgaged or pledged assets without shareholder consent. While Section 271 typically mandates shareholder approval for the sale, lease, or exchange of significant corporate assets, the amendment to Section 272 specifies that such approval is not necessary when a secured party exercises their rights under laws like Article 9 of the UCC, even without the corporation's agreement.Furthermore, the new subsection 272(b) states that the board may, without a shareholder vote, approve the sale, lease, or exchange of pledged or mortgaged assets to lessen or clear the corporation's debt to the secured party. This is permissible if the assets' value is equal to or less than the liability being reduced (the Asset Value Test), and if the transaction is legally allowed under the mortgage or pledge laws. Once completed, these transactions are irreversible, even if the Asset Value Test is not met, provided the transferee contributed value and acted in good faith. However, this doesn't prevent lawsuits to stop an ongoing transaction or claims related to fiduciary duties.Lastly, any charter rule enacted after August 1, 2023, requiring shareholder approval for asset transactions won't affect transactions permitted by Section 272(b), unless the rule explicitly states otherwise.

This book provides a clear and concise explanation of corporations, agency and partnership, and the other subjects addressed in most Business Associations courses. To accompany its explanations, the guide utilizes a checklist format to lead students through questions they need to ask and issues they need to address, to fully evaluate the agency, partnership or corporations, problems they will face when studying this subject. It also synthesizes the material in a way that most students are unable to do on their own, and organizes the critical issues, presenting a clear guide to analyze business associations issues that students can draw upon when writing their exams. Other study aids provide sample problems, but this book offers a systematic approach to problem solving.

This book gives students in an introductory course in business associations a succinct but reliable overview of the principle legal issues that arise in business relationships over the life cycle of the business. It explains the basic concepts that govern these relationships and provides specific examples of how they apply. It also explains similarities and dissimilarities in the business associations covered. The book is intended to help students understand the course whether their background is in accounting or music.

This thoroughly-updated edition provides a comprehensive guide to the law of agency relationships, partnerships, and limited liability companies. In addition to detailed treatment of the key legal issues, the text also provides balanced analyses of the policies underlying the law. The reader thus comes away not only with a knowledge of the law but also an understanding of why courts and legislatures chose those rules. The text incorporates frequent references to the most up-to-date sources of the law, including those most frequently encountered in law school courses, such as the Restatement (Third) of Agency, the Uniform Partnership Act, and the Uniform Limited Liability Company Act. In addition, to account for the increasing dominance of Delaware as the state in which limited liability companies are formed, the new edition pays considerable attention to the Delaware Limited Liability Company Act.

A favorite classroom prep tool of successful students that is often recommended by professors, the Examples & Explanations (E&E) series provides an alternative perspective to help you understand your casebook and in-class lectures. Each E&E offers hypothetical questions complemented by detailed explanations that allow you to test your knowledge of the topics in your courses and compare your own analysis. Here's why you need an E&E to help you study throughout the semester: Clear explanations of each class topic, in a conversational, funny style. Features hypotheticals similar to those presented in class, with corresponding analysis so you can use them during the semester to test your understanding, and again at exam time to help you review. It offers coverage that works with ALL the major casebooks, and suits any class on a given topic. The Examples & Explanations series has been ranked the most popular study aid among law students because it is equally as helpful from the first day of class through the final exam.

The study of business organizations is, broadly speaking, a study of how people engage in business and, more importantly, how the law facilitates and regulates the operation of such businesses. Written in a clear and informative style, and chock full of examples and illustrations, this book examines the legal rules and doctrines associated with running a business--from formation to dissolution to everything in between. These rules and doctrines are explored within the context of the various organizational forms in which a business may be operated. Thus, reading this book will provide you with a solid grounding in the law of agency, general partnerships, corporations, limited partnerships, limited liability partnerships, and limited liability companies.

"Short and Happy"? This book is indeed "short" - much shorter than any other student guide. The reason is that other student guides are written to help you understand your business associations/organizations course, to get you through 42 or 56 class hours. This student guide is different. It is written to help you understand your prof's final exam questions - to get you through a 3 or 4 hour exam. Rather than teaching you how cases and concepts are applied in the real world, this book teaches you how cases and concepts need to be applied in the "unreal" world of law school exams. This is the book to read after you have spent the semester working on law review (Or was it clinic? Or client counseling competitions? Or Kundalini yoga? Or shape note singing?) instead of Business Associations.

This authoritative text explains the basic economic elements and legal principles of business organization and finance.

This streamlined guide provides a template for analyzing any question on Agency & Partnership you might encounter on your final exam or on the bar. Essentially, it provides you a roadmap to an A. (It is not intended to replace class preparation, but it will certainly suffice in a pinch). Agency used to be a required first-year course (honest!). Now it is shoehorned into Business Associations (or whatever your law school calls it). You can parlay this book's insights into a model answer. Have trouble distinguishing a general partnership from a limited partnership from a limited liability partnership? No more! This book uses examples, outlines, and charts to simplify the complexities of A&P law. Keep this book once the exam is over; it's a handy refresher course on A&P when you are in practice (soon, I swear!).

(2020 ed.)

Clear, succinct, descriptions of the reasoning and policy issues underlying corporate law that is accessible to law students with no business or economic background. The 2016 edition is thoroughly updated to include recent U.S. Supreme Court, Delaware and other leading decisions and regulatory developments that impact the fiduciary obligations and duties in corporate transactions, governance, and management of corporations and LLCs, as well as benefit corporations, including rules implementing important provisions of the Dodd-Frank Act of 2010 and the Jobs Act of 2012 that have changed, the landscape of securities fraud suits in the federal courts, new discussions of unincorporated forms of business, insightful explanations of such news-making issues as corporate governance and director liabilities, and coverage of LLCs and LLPs.

This Hornbook clarifies rather than simply recites corporation law, while paying attention to correcting common misconceptions held among students and attorneys about the subject. This book is also intended for courts and commentators seeking the appropriate resolution of issues of corporation law. It is written in a "user-friendly" style, with citations kept to a minimum. More than just an update, the Third Edition constitutes a significant expansion and refinement of the prior editions. Among the additions are thoughtful expositions on corporate rights, purpose and social responsibility and extended historical and comparative law discussions. There are also expanded and restructured discussions of policy and doctrine in areas ranging from mergers and acquisitions and securities regulation to corporate governance and the duties of directors and controlling shareholders. These enable the reader to both view corporate law in its broad policy framework at one end, while understanding the nuances of Delaware and U.S. Supreme Court decisions at the other.

Understanding Corporate Law, Fifth Edition, is designed to assist students by offering a clear and comprehensive treatment of key concepts in corporate law. It is a popular study guide for students and has been used by professors to supplement their casebook or as recommended reading. Significant business, economic, and policy issues are highlighted in connection with a thorough analysis of the important cases and statutory provisions used in the study of corporations. It includes the major theoretical approaches used in current corporate law literature. In each chapter, the authors identify important policies and discuss the relationship of the law as it has developed to those policies. Statutory issues are addressed under both the General Corporation Law of the State of Delaware and the Revised Model Business Corporation Act. In addition, significant sections from the Principles of Corporate Governance of the American Law Institute are covered. The corporate scandals of 2001 and 2002, the enactment of the federal Sarbanes-Oxley (2002), Dodd-Frank (2010), JOBs (2012) Acts, and the financial crisis of 2008 are also covered. The rise of institutional shareholder ownership and its effect on legal developments is highlighted.

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. 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 New 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 Revised 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

Understand better what you're learning in Business Organizations, Corporations, or Agency and Partnership class and prepare effectively for exams by applying concepts as you learn them. This study guide includes over 190 multiple-choice and short-answer questions arranged topically for ease of use during the semester, plus an additional set of 28 questions comprising a comprehensive "practice exam." For each multiple-choice question, Professor Branson provides a detailed answer that indicates which of four options is the best answer and explains thoroughly why that option is better than the other three options. Each short-answer question is designed to be answered in fifteen minutes or less. For these questions, Professor Branson provides a thoughtful, comprehensive, yet brief model answer.

This book provides an overview of the three pillars of the ESG movement--environmental, social, and governance--in both the United States and a sample of other countries. In addition to exploring major statutes and regulations, the book provides an overview of the types of cases in this sector. The book also tracks the evolution of ESG and discusses key trends, including the growth of the anti-ESG movement in the U.S.