Business Associations: Cases, Problems, and Case Studies

BusinessOrganizations: Cases, Problems, and Case Studies reflects changes in the structure of business enterprise, incorporates actual practice materials, and provides a wealth of enriching materials on the Web for professors who want wider and deeper coverage of specific topics.

This innovative casebook offers:

• Clear descriptions of the development and current state of the law
• Recent cases with compelling facts, such as Holmes v. Lerner (partnership formation of Urban Decay Cosmetics by the founder of Cisco Systems and her horse trainer), Leslie v. Boston Software Collaborative, Inc. (minority oppression of a gun-carrying shareholder), and Adlerstein v. Wertheimer (attempt to wrench control of SpectruMedix Corporation from the mad Scientist founder)
• Important new classics that every student should know, including Benchmark Capital Partners IV, L.P. v. Vague (doctrine of independent legal significance in venture capital context), In re Enron Corp. Securities, Derivative & ERISA litig. (attorney responsibility for corporate misdeeds), In re The Walt Disney Company Derivative Litigation (executive compensation) and Omnicare, Inc. v. NCS Healthcare, Inc. (fiduciary duties in hostile takeovers)
• Short problems and longer business school-style case studies based on actual situations faced by identified companies exposing students to the realities of business law
• Short, realistic problems following selected topics that target issues not explored by the cases and give students ample opportunity to apply the legal principles being studied
• Detailed excerpts from transactional and litigation documents: Krispy Kreme Doughnuts (franchise relationships and agency law), Mall of America Associates (general partnerships), Frode Jensen and Pillsbury Winthrop (limited liability partnerships), NeoClone Biotechnology (limited liability companies), Red Hat (control of the closely held firm), Kmart Corporation (federal proxy regulation), Enron (federal securities law and governance), Solomon Brothers ( directors duty of care), Tyco (litigation to enforce fiduciary duties), and Daimler Chrysler (friendly mergers)

Special features include:

• Separate chapter on hybrid entities, That emphasizes their increasing importance to modern business practices
• Innovative chapter on federal regulation of corporate governance that includes a detailed case study of Enron and its role in shaping the Sarbanes-Oxley Act
• A password-protected website, where adopters can find additional transactional and litigation documents, PowerPoint presentations covering the entire book, multiple-choice exam questions, the Teacher's Manual and regular updates
• A detailed Teachers Manual that allows each teacher to tailor the class discussion more effectively, raising only those issues that are most relevant or interesting to the instructor

In this casebook for the U.S. law school courses usually titled "Business Organizations" or "Business Associations," Smith (U. of Wisconsin Law School) and Williams (U. of Illinois College of Law) incorporate basic theoretical issues into their introductions to the cases. Sixteen chapters cover the law of agency, general partnerships, hybrid entities, organization and structure of corporations, financial rights to shareholders, state regulation of corporate governance, federal regulation of shareholder voting and corporate governance, control of the closely held firm, directors' duty of care, directors' and shareholders' duty of loyalty, litigation to enforce directors' duties, oppression of minority shareholders, friendly mergers and acquisitions, defending against hostile takeovers, and fraud and insider trading under federal securities law. Annotation ©2004 Book News, Inc., Portland, OR