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This casebook covers the law of "closely held" businesses--those with few owners. Such businesses face special problems when compared, for example, to large, publicly held corporations. The book primarily covers four legal areas, through cases, statutes, and original informational notes and commentary: (1) agency law (covering questions of authority, fiduciary duties, and respondeat superior); (2) partnership law (the Revised Uniform Partnership Act and significant common-law developments); (3) the law of close corporations (basic corporate structure, common-law underpinnings and modern statutes, and protections of minority interests); and (4) the law of limited liability companies (LLCs). The book also introduces some problems in the law of small nonprofit organizations and of hybrid companies, such as the "low-profit" LLCs that have been authorized by recent statutes. The book is intended for use in modern versions of the "Agency and Partnership" course, courses on unincorporated or closely held businesses, and the first part of integrated "Business Organizations" sequences of courses. It adopts a functionalist approach to law and introduces students to economic reasoning in business law without relying exclusively on the methods or ideologies of legal economists.
Like its companion the Corporate Director's Guidebook, this new title covers topics in plain English so the principles are easily understood by nonlawyers
This is still the most comprehensive business organizations casebook to focus on closely held business. The book offers more coverage on LLCs than any other business organizations book, and the principal change in the new edition focuses on the most recent uniform LLC Act (as well as Delaware law). Everything else has been brought up to date, including material on the Model Business Corporation Act (which now speaks as of December 2010), Delaware law (which includes corporations, limited partnerships, and limited liability companies), and federal securities law (included in the public corporation supplement).
Corporate law and corporate governance have been at the forefront of regulatory activities across the world for several decades now, and are subject to increasing public attention following the Global Financial Crisis of 2008. The Oxford Handbook of Corporate Law and Governance provides the global framework necessary to understand the aims and methods of legal research in this field. Written by leading scholars from around the world, the Handbook contains a rich variety of chapters that provide a comparative and functional overview of corporate governance. It opens with the central theoretical approaches and methodologies in corporate law scholarship in Part I, before examining core substantive topics in corporate law, including shareholder rights, takeovers and restructuring, and minority rights in Part II. Part III focuses on new challenges in the field, including conflicts between Western and Asian corporate governance environments, the rise of foreign ownership, and emerging markets. Enforcement issues are covered in Part IV, and Part V takes a broader approach, examining those areas of law and finance that are interwoven with corporate governance, including insolvency, taxation, and securities law as well as financial regulation. The Handbook is a comprehensive, interdisciplinary resource placing corporate law and governance in its wider context, and is essential reading for scholars, practitioners, and policymakers in the field.
This book examines the limited liability business forms that have recently emerged, and seeks to identify the forces that have led to the emergence of new business forms for small and medium-sized businesses. Focusing on the US, UK, and continental Europe, the contributors analyse the Limited Liability Company, the Limited Liability Partnership, and the new business forms proposed in Europe.
This research handbook provides a state-of-the-art perspective on how corporate governance differs between countries around the world. It covers highly topical issues including corporate purpose, corporate social responsibility and shareholder activism.
As a part of our CasebookPlus offering, you'll receive the print book along with lifetime digital access to the eBook. Additionally you'll receive the Learning Library which includes quizzes tied specifically to your book, and outline starter and digital access to leading study aids in that subject and the Gilbert Law Dictionary. This title covers the law of business associations for introductory courses. It discusses business organizations, including agency, general partnerships, closely held corporations, publicly held corporations, limited partnerships, limited liability partnerships, and limited liability companies. The material on the unincorporated business forms has been revised, updated, and expanded to reflect the centrality of these forms of business organization in modern law practice and in the economy generally. Among other state and model statutes, the Revised Uniform LLC Act (2006), the Revised Uniform Partnership Act (1997), the Uniform Limited Partnership Act (2001), and the Third Restatement of Agency (2006) are discussed and cited.
This accessible and practical reference provides an overview of the essential features of the law governing business organizations in Canada, both in theory and practice. It is a comprehensive and up-to-date guide for practitioners and business people setting up and using sole proprietorships, partnerships and corporations to carry on small businesses as well as a thorough introduction to the law and policy of public company governance. The fourth edition has been fully updated to reflect developments in the caselaw and statutory reforms in the last decade. Dozens of new cases are cited. The 2018 amendments to the Canada Business Corporations Act are discussed, including the requirements for public corporations to report on the diversity of their boards of directors that are not yet in force. The chapters on securities law, corporate governance, and corporate social responsibility have been significantly expanded. As well, features to improve the utility of the book have been added, such as more comprehensive cross-referencing throughout the text.