Corporate Law and Governance Principles and Practice [Connected eBook]

by Cohen, Charles C.; Oh, Peter B.

• ISBN13: 9798892070911
• ISBN10: 8892070916
• eBook ISBN(s): 9798892070935
• Edition: 1st
• Format: Hardcover
• Copyright: 2025-09-22
• Publisher: Aspen Publishing

Summary

Buy a new version of this textbook and receive access to the Connected eBook on Casebook Connect, including academic lifetime access to the online ebook with highlight, annotation, and search capabilities. Access also includes an outline tool and other helpful resources. Connected eBooks provide what you need most to be successful in your law school classes.

Corporate Law and Governance: Principles and Practice brings real-world corporate experience and academic rigor to the classroom, exploring the relationship of landmark decisions and recent cases and developments to contemporary business and legal issues. Anchoring Problems in most chapters describe fact patterns based on real events, and Anchoring Questions raise issues to be explored in those chapters, and prompt students to apply theory to practice. Notes and Questions enrich reading and deepen study with related cases, research, and case studies. 

Features of the First Edition: 

• Edited for clarity and precision, the cases reflect both Delaware and Model Business Corporation Act jurisdictions
• Examination of major legislation and regulation in corporate governance, including federal legislation (e.g., Sarbanes-Oxley, Dodd-Frank), state laws, and stock exchange rules
• Coverage of Directors’ & Officers’ Insurance, executive compensation, oversight and monitoring responsibilities, shareholder activism/primacy, and shareholder derivative suits
• Background materials on agency, behavioral economics, corporate finance, and securities law
• Recent developments in Corporate Social Responsibility (CSR); Environmental, Social, and Governance (ESG); and Diversity, Equity, and Inclusion (DEI)
• Anchoring Problems and Anchoring Questions at the start of most chapters support experiential learning 
• Anchoring Notes as sidebars connect content to issues associated with the Anchoring Problem
• Notes as sidebars supplement the main text with examples, insights, and context
• Notes and Questions highlight cutting-edge academic research, notable media commentary, and significant cases in the field
• Highly navigable, logically structured content; accessible to students with or without previous coursework in business, economics, finance, or law

Professors and students will benefit from: 

• A balance of landmark and recent cases from United States federal and state courts
• Coverage of both federal and state legislation and regulation in the area of corporate governance
• Regulations and rules from the NASDAQ and NYSE
• Key secondary sources, such as the American Law Institute’s Principles of Corporate Governance, Restatements of the Law, and classic books and treatises in corporate law and governance
• Empirical data and research on myriad topics, including executive compensation; Corporate Social Responsibility (CSR); Environmental, Social, & Governance (ESG); and Diversity, Equity, & Inclusion (DEI)  
• Incisive introductory and transitional text that deepen student understanding of cases and excerpts
• Sidebars that add context and interest to the main topic of discussion 

Table of Contents

SUMMARY OF CONTENTS

Contents 
Preface 
Acknowledgments 
Prefatory Note 

1. Foundations of Corporate Law, Governance, and Finance 
2. The Embedded “Agency Problem” Within the Board of Directors 
3. Roles of the Individual Officer and Director 
4. Committees on the Board of Directors 
5. The Business Judgment Rule 
6. Selection and Compensation of Executives 
7. Monitoring and Compliance Duties 
8. Expansion of Oversight and Monitoring Duties 
9. Exculpation and Indemnification from Liabilities for Breach
of Fiduciary Duties 
10. Shareholder Derivative Claims
11. Related Party Transactions 
12. Competing for Business Opportunities 
13. Introduction to Business Combinations 
14. Insider-Led Buyouts and “Going Private” 
15. Third-Party Takeover Offers and Bids 
16. Shareholder Primacy and Twenty-First-Century Federal Protections 
17. Election of Directors and Federal Regulation of the Proxy Process 
18. Market Initiatives 
19. Corporate Charity and Social Responsibility 
20. Environmental, Social, and Governance 
21. Corporate Diversity, Equity, and Inclusion
 
Table of Cases 
Table of Statutes, Rules, and Regulations 
Table of Secondary Authorities 
Index