Commentaries and Cases on the Law of Business Organization

by Allen, William T.; Kraakman, Reinier H.

• ISBN13: 9780735533844
• ISBN10: 0735533849
• Format: Hardcover
• Copyright: 2003-04-01
• Publisher: Wolters Kluwer

Summary

Making the economic concepts that underlie corporate law doctrine understandable and accessible to students takes exceptional teaching and writing skills - such as those possessed by William T. Allen and Reinier Kraakman. in Commentary and Cases on the Law of Business, this outstanding author team brings clarity and insight To The course, using economic analysis as a tool for understanding business structures and transactions. This new teaching tool is carefully crafted to engage student interest: co-author William Allen's experience as former Chancellor of the Delaware Court of Chancery adds a real-world perspective clear and concise introductions and transitional text provide context and meaning an excellent selection of cases includes classics such as Kamin v. American Express Co. (exploring the business judgment rule), Walkovszky v. Carlton (limiting shareholder liability for corporate torts), and important recent cases, such as in re Caremark (dealing with the board's responsibility to monitor for wrongdoing) and Paramount Communications Inc. v. QVC Network, Inc. (addressing the board's duty to obtain the highest value for shareholders in a sale of control transaction) the economic analysis perspective serves as a coherent theme For The course and offers a useful analytic tool for evaluating business models historical coverage is clear and concise, targeted to what professors want to teach examples, hypotheticals, and diagrams illustrate the conceptual and theoretical models

Table of Contents

Preface
Acknowledgments
Introduction to the Law of Enterprise Organization	p. 1
Acting Through Others: The Law of Agency	p. 13
The Problem of Joint Ownership: The Law of Partnership	p. 39
The Corporate Form	p. 81
Debt, Equity, and Economic Value	p. 111
The Protection of Creditors	p. 129
Normal Governance: The Voting System	p. 171
Normal Governance: The Duty of Care	p. 239
Conflict Transactions: The Duty of Loyalty	p. 285
Shareholder Lawsuits	p. 349
Transactions in Control	p. 393
Fundamental Transactions: Mergers and Acquisitions	p. 423
Public Contests for Corporate Control	p. 497
Trading in the Corporation's Securities	p. 577
Table of Cases	p. 655
Index	p. 659
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