An Introduction to the Law of Business Organizations: Cases, Notes, And Questions

by Presser, Stephen B.

• ISBN13: 9780314154804
• ISBN10: 0314154809
• Format: Hardcover
• Copyright: 2005-05-27
• Publisher: West Academic

Summary

This casebook is designed as a concise first course in business associations for both law students and management school students. It covers the fundamentals of agency, partnership, the limited liability company, corporations, fiduciary duty of officers and directors, insider trading, derivative lawsuits, Sarbanes/Oxley, and tender offers and takeovers. Additionally, it offers a review of relevant fundamental concepts from the law of property, contracts, and torts, and provides some consideration of intellectual property, employment law, and antitrust, all of which are relevant for managers and their lawyers. The casebook can be taught in a single quarter or a single semester. Law students will be well-prepared for further study of mergers and acquisitions, securities regulation, and corporate finance; and future managers will be prepared to anticipate the legal problems that they will face throughout their careers.

Table of Contents

Preface	v
Table of Cases	xiii
Table of Authorities	xv
Introduction to Law	1	(21)
Property	1	(6)
Pierson v. Post	1	(4)
Notes and Questions	5	(2)
Contracts	7	(5)
Williams et al. v. Walker--Thomas Furniture Co.	7	(3)
Notes and Questions	10	(2)
Torts	12	(10)
Lovelace v. Astra Trading Corp.	12	(8)
Notes and Questions	20	(2)
Agency, Partnership, and the Limited Liability Company	22	(46)
Agency	22	(15)
Croisant v. Watrud	22	(6)
Notes and Questions	28	(3)
Tarnowski v. Resop	31	(4)
Notes and Questions	35	(2)
Partnership	37	(20)
When Is There a Partnership?	37	(1)
Martin v. Peyton	37	(3)
Notes and Questions	40	(2)
What Is the Nature of Partnership Governance?	42	(1)
National Biscuit Co., Inc. v. Stroud	42	(2)
Notes and Questions	44	(1)
The Fiduciary Duty of Partners (and ``Coadventurers'')	45	(1)
Meinhard v. Salmon	45	(9)
Notes and Questions	54	(3)
The Limited Liability Corporation	57	(11)
Elf Atochem North America, Inc. v. Jaffari and Malek, LLC	57	(9)
Notes and Questions	66	(2)
Basics of the Corporation	68	(61)
Choice of Entity	68	(7)
A Short History of the Corporation	75	(7)
The Purpose of the Corporation	82	(23)
Dodge v. Ford Motor Co.	82	(7)
Notes and Questions	89	(3)
A.P. Smith Manufacturing Co. v. Barlow	92	(10)
Notes and Questions	102	(3)
A Note on Delaware Incorporation	105	(4)
The Players in the Corporation: Shareholders, Directors, and Officers	109	(20)
Campbell v. Loew's Inc.	109	(14)
Notes and Questions	123	(6)
Piercing the Corporate Veil	129	(43)
State Law	129	(29)
Minnie B. Berkey v. Third Avenue Railway Company	129	(10)
Bartle v. Home Owners Cooperative, Inc.	139	(2)
Walkovszky v. Carlton	141	(8)
Morris v. New York State Department of Taxation and Finance	149	(5)
Notes and Questions	154	(4)
Federal Law	158	(14)
United States v. Bestfoods et al.	158	(10)
Notes and Questions	168	(4)
State Law on Fiduciary Duty of Directors and Officers	172	(73)
Nonfeasance	172	(13)
Francis v. United Jersey Bank	172	(13)
The Business Judgment Rule	185	(8)
Nursing Home Building Corporation v. DeHart	185	(6)
Notes and Questions	191	(2)
Nonfeasance or the Business Judgment Rule?	193	(31)
Smith v. Van Gorkom	193	(30)
Notes and Questions	223	(1)
Duty of Loyalty	224	(21)
Holden v. Construction Machinery Co.	224	(16)
Notes and Questions	240	(5)
Federal Law Regarding Duties to Shareholders	245	(53)
Insider Trading	245	(16)
United States v. O'Hagen	245	(13)
Notes and Questions	258	(3)
The Federal Proxy Rules	261	(20)
Gaudiosi v. Mellon	261	(5)
J.I. Case Co. et al. v. Borak	266	(4)
Notes and Questions	270	(11)
State Law Regarding Inspection of Books and Records (Delaware)	281	(11)
Thomas & Betts Corp. v. Leviton Mfg. Co., Inc.	281	(9)
Notes and Questions	290	(2)
Sarbanes/Oxley	292	(6)
The Close Corporation	298	(48)
Fiduciary Responsibility in the Closely-Held Corporation	298	(13)
Euphemia Donahue v. Rodd Electrotype Company of New England, Inc.	298	(11)
Notes and Questions	309	(2)
Shareholder Agreements in the Close Corporation	311	(12)
Galler v. Galler	311	(10)
Notes and Questions	321	(2)
Oppression in the Close Corporation	323	(12)
Baker v. Commercial Body Builders, Inc.	323	(11)
Notes and Questions	334	(1)
Special Statutory Treatment of the Close Corporation	335	(11)
Notes and Questions	344	(2)
Aspects of the Endgame	346	(66)
The Discretion of the Board in an Endgame Situation	346	(38)
Omnicare, Inc. v. NCS Healthcare, Inc.	346	(34)
Notes and Questions	380	(4)
Valuation	384	(8)
Piemonte v. New Boston Garden Corporation	384	(7)
Notes and Questions	391	(1)
Freezeouts and the Entire Fairness Test	392	(16)
Weinberger v. UOP	392	(15)
Notes and Questions	407	(1)
A Note on the Williams Act and State Statutes	408	(4)
Related Issues of Concern	412	(53)
Employment Discrimination	412	(8)
McDonell Douglas Corp. v. Green	412	(7)
Notes and Questions	419	(1)
Contracts and Intellectual Property	420	(10)
ProCD, Inc. v. Zeidenberg	420	(9)
Notes and Questions	429	(1)
Antitrust	430	(35)
The Standard Oil Co. of New Jersey, et al. v. The United States	430	(32)
Notes and Questions	462	(3)
Index	465