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Corporations: Law & Policy, Materials and Problems (American Casebook Series)

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Edition: 8th ed., 2013
Author(s): Bauman


SKU: 93035



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Product Description

The materials in this Materials & Problems on Corporations casebook reflect changing trends and new judicial developments. Each chapter includes a problem that focuses on class discussion. Many of the problems place students in the role of corporate planners, rather than litigators, and allow instructors to highlight the real-world impact of doctrinal uncertainty as concerns the scope of the director's duty of care. The organization of the book also reflects the growing importance, doctrinally and structurally, of the business judgment rule. The early business judgment rule discussion facilitates discussion at later stages of how the rule affects the choice of organizational form and creates a need for more elaborate governance mechanisms in close corporations. Extensive notes provide students with necessary background information.

Features and Benefits:
Introduces basic concepts of corporate finance without unnecessary elaboration;
Discusses the close relationship between capital structure and governance issues;
Discusses proxy solicitation and shareholder proposals;
Combines discussion of the Supreme Court's proxy fraud decisions.

Table of Contents includes:
Introduction to the Economics of the Firm;
An Introduction to the Law of Corporations;
The Constitution, Federalism and the Corporation;
The Corporation and Society;
The Choice of Organizational Form;
Forming the Corporation;
An Introduction to Financial Accounting and Valuation;
Financial Structure of the Corporation;
The Regulation of Securities Issuance;
Protection of Creditors: Limitations on Limited Liability;
Actions Binding the Corporation;
Governance Role of Shareholders;
The Role of the Shareholder in the Governance of the Public Corporation;
Disclosure Duties to Shareholders;
Outside Directors’ Role in the Public Corporation;
The Duty of Care of Corporate Directors;
Duty of Loyalty;
Duty of Controlling Shareholders;
Shareholder Litigation;
Regulation of Securities Trading;
Protecting and Selling Control;
Closely Held Corporations.


Condition New
Shipping Availability This item ships within the next business day.
Heavy No
Format Hardcover
Author Bauman
ISBN 9780314277732
Edition 8th ed., 2013
Publisher West