Open Educational Resources

This open-source casebook is the sixth edition of a casebook using the H2O/OpenCasebook platform of Harvard's Berkman Center. This casebook is intended to be used as the main casebook for an introductory course on the law of corporations. Although this course is called an Introduction to the Law of Corporations, it is better understood as a more general business organizations course. The materials in this casebook cover Delaware corporate code exclusively. However, your learning during this semester long course will not be limited to the corporate law. We will start the class with an online course covering the basic concepts of Agency. Agency is the single most important building block required to understand the corporate law. Agency is also an essential building block to understand the laws governing other forms of business organization.

This playlist is a virtual casebook for the Corporations course. I designed it as a substitute for the traditional hardbound casebook.[Note: I use additional transactional materials in my class (see here for an example). If you are a student in my class, you will receive them as indicated in the syllabus. If you are an instructor who is considering adopting this casebook, please contact me for the additional materials.]Compared to standard casebooks, I use fewer cases, but I edit them sparingly and sometimes not at all. One reason for this is that the number of seminal cases in corporate law is small. I believe you are better served by knowing the important cases well, rather than by skimming a lot of less important cases. Additionally, much of corporate law consists of broad standards that take on real meaning only in their application. That is why understanding the law often requires reading the full facts of the opinion. The judges clearly considered these factual details important, even on appeal, and so should you! The other reason for focusing on fewer cases is that I want to give you the time necessary to understand the underlying business scenarios, and to reflect on the interactions of the rules discussed in the cases. In corporate law, this is not easy. The structures and transactions are often complex. Please try to understand them as best you can.I have organized the materials largely around the doctrine and particular corporate events. But any one case involves multiple issues, including the underlying business issues.

Many students find their Corporation Law class difficult because they do not understand the transactions giving rise to those cases. As with its predecessors, this fourth edition is intended to assist students by not only restating the law but also by putting the law into its business and financial context. The pedagogy is up-to-date, with a strong emphasis on the doctrinal issues taught in today's Corporations classes. The text is highly readable: The style is simple, direct, and reader-friendly. Even when dealing with complicated economic or financial issues, the text seeks to make those issues readily accessible. This new edition brings the material up-to-date with complete coverage of developments in both state corporate law and federal securities law.

Since its original publication, federal agencies and state attorney generals have continued to focus significant resources in the area and have continued to refine merger analysis through settlements, litigated cases, and speeches. This fourth edition serves as a fundamental and robust reference for all sources related to merger analysis. It has been completely updated to capture the most important and up-to-date analysis available. This reference will serve you again and again as you counsel your clients, help them understand the issues involved, and work more efficiently to achieve your goals in the evaluation process and beyond.

This Hornbook clarifies rather than simply recites corporation law, while paying attention to correcting common misconceptions held among students and attorneys about the subject. This book is also intended for courts and commentators seeking the appropriate resolution of issues of corporation law. It is written in a "user-friendly" style, with citations kept to a minimum. More than just an update, the Third Edition constitutes a significant expansion and refinement of the prior editions. Among the additions are thoughtful expositions on corporate rights, purpose and social responsibility and extended historical and comparative law discussions. There are also expanded and restructured discussions of policy and doctrine in areas ranging from mergers and acquisitions and securities regulation to corporate governance and the duties of directors and controlling shareholders. These enable the reader to both view corporate law in its broad policy framework at one end, while understanding the nuances of Delaware and U.S. Supreme Court decisions at the other.

Provided absolutely free by Saylor Academy Open Textbooks, this section of their site includes more than 10 items, with titles like: Advanced Business Law and the Legal Environment, The Business Ethics Workshop, Business Law and the Legal Environment (v. 1.0), Corporate Governance, Foundations of Business Law and the Legal Environment, Government Regulation and the Legal Environment of Business, Introduction to the Law of Property, Estate Planning and Insurance, Law for Entrepreneurs, Law of Commercial Transactions, The Legal and Ethical Environment of Business, Legal Aspects of Corporate Management and Finance, Legal Aspects of Marketing and Sales.

Clear, succinct, descriptions of the reasoning and policy issues underlying corporate law that is accessible to law students with no business or economic background. The 2020 edition is thoroughly updated to include recent U.S. Supreme Court, Delaware and other leading decisions and regulatory developments (for example, the most recent version of the Model Business Corporation Act as well as the Delaware statute) that impact the conduct of corporate affairs including fiduciary obligations and duties in corporate transactions, governance, and management of corporations and LLCs, as well as benefit corporations, including the landscape of securities fraud suits in the federal courts, new discussions of unincorporated forms of business, insightful explanations of such news-making issues as corporate governance and director liabilities, and coverage of LLCs and LLPs.

This text provides a reader-friendly, accessible overview of unincorporated business associations. While emphasizing the doctrinal issues taught in today's unincorporated business associations classes, it places significant emphasis on economic analysis of the major issues in that course. The third edition has been comprehensively updated. It includes extensive new treatment of the now final Restatement (Third) of Agency and amendments to the various uniform acts governing unincorporated business associations. The coverage has been expanded to include additional topics, especially in the chapter on limited liability companies, so as to reflect their continually growing popularity as a choice of form for small businesses. Among these new topics are extended coverage of the Restatement (Third) of Agency and the 2013 versions of the Uniform Partnership Act and the Uniform Limited Liability Company Act.

The study of business organizations is, broadly speaking, a study of how people engage in business and, more importantly, how the law facilitates and regulates the operation of such businesses. Written in a clear and informative style, and chock full of examples and illustrations, this book examines the legal rules and doctrines associated with running a business—from formation to dissolution to everything in between. These rules and doctrines are explored within the context of the various organizational forms in which a business may be operated. Thus, reading this book will provide you with a solid grounding in the law of agency, general partnerships, corporations, limited partnerships, limited liability partnerships, and limited liability companies.

A Hornbook Treatise in the Concepts and Insights series of West Academic: This authoritative text explains the basic economic elements and legal principles of business organization and finance.