Corporations and Other Business Associations Cases and Materials [Connected eBook with Study Center]

by O'Kelley, Charles R.T.; Thompson, Robert B.; Lund, Dorothy S.

• ISBN13: 9798892079228
• ISBN10: 8892079220
• eBook ISBN(s): 9798892079242
• Edition: 10th
• Format: Hardcover
• Copyright: 2025-06-26
• Publisher: Aspen Publishing
• More Book Details

Summary

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

Sophisticated yet accessible, Corporations and Other Business Associations: Cases and Materials balances economic and legal theory with a flexible organization, popular case selection, and engaging problems. Current users will recognize a familiar format with creative updates. New users will recognize a casebook easily adaptable for use in a typical Corporations or Business Associations course, ranging in length from three to five credit hours, and providing ample material from which an instructor may choose how much emphasis to give to particular topics (and with substantial resources for teaching, including a detailed teacher’s manual and class slides). The 10th edition fully incorporates the recent spate of controversial Delaware judicial decisions and legislation occurring in 2023, 2024, and the first quarter of 2025.

New to the 10th Edition:

• A new chapter on Shareholder Litigation (allowing coherent treatment of demand futility jurisprudence, book and records litigation, fee awards, and judicial oversight of settlements)
• Updated coverage of Agency Law (reflecting the rising importance of the gig economy)
• Updated coverage of LLCs (including the latest Delaware cases on the fundamentals of LLC formation and operation)
• Complete Coverage of 2024 & 2025 Delaware legislation responding to the DExit threat (including amendments to Del. G.C.L §§ 122, 144, and 220)
• New and amended Notes and Problems reflecting the significant changes to MFW cleansing, determination of controlling shareholder status, and the circumstances in which entire fairness review applies
• New cases, notes and questions that allow consideration of whether DExit to Nevada or elsewhere is a threat to Delaware’s continued dominance as home to a majority of America’s leading corporations
• Updated and streamlined coverage of federal securities law, with emphasis on insider trading and basics of securities litigation under Rule 10b-5

Significant new cases include:

• Tornetta v. Musk (Del. 2024)
• West Palm Beach Firefighters’ Pension Fund v. Moelis (Del. Ch. 2024)
• Maffei v. Palkon (Del. 2025) 
• McRitchie v. Zuckerberg (Del. Ch. 2024)
• In re McDonald’s Corporation Stockholder Derivative Litigation (Del. Ch. 2023)
• Kellner v. AIM ImmunoTech Inc. (Del. 2024)
• Simeone v. Disney (Del. Ch. 2023)
• McMillan v. Nelson (Del. Ch. 2024)
• Cygnus Opportunity Fund, LLC v. Washington Prime Group, LLC (Del. Ch. 2023)

Professors and student will benefit from:

• Balance of theory, cases, and problems in which law and economic theory enriches without dominating the focus of the book
• Carefully edited and selected cases—both classic and contemporary
• Excellent and ample problems facilitate in-depth understanding of cases and statutory material
• Flexible organization easily adapts to different teaching approaches and coverage preferences
• Organized and presented for emphasis on either the MBCA, the Delaware G.C.L, or both

Table of Contents

SUMMARY OF CONTENTS

Contents
Preface
Acknowledgments

1    Economic and Legal Aspects of the Firm
2    Partnerships
3    The Corporation and Its Governance
4    Fiduciary Duty and the Business Judgment Rule
5    Shareholder Litigation
6    Mergers and Other Transactions in, or Uses of, Control
7    Hostile Challenges to Incumbent Board Control
8    Illiquidity and Oppression in Non–Publicly Traded Corporations
9    The Limited Liability Company
10    The Corporation as a Device to Allocate Risk
11    Disclosure and Corporate Regulation
12    Insider Trading

Table of Cases
Index