The Unabridged Thirteenth Edition builds on the firm foundation of the well-received prior editions, and contains a comprehensive and current body of leading cases and note materials on all significant forms of business organization. The book contains rich note material synthesizing case developments, empirical data bearing on important topics, and competing approaches to business organization and corporate issues.
The book allows the adopting instructor to pick and choose from a rich array of material. Moreover, because the chapters and sections are modular, there is no fixed order in which the cases and note material must be addressed. The adopter has full control over the agenda; this book merely provides the stage and props.
Several important changes have been incorporated into this edition. Professors Cox, Eisenberg and Whitehead have re-edited some of the principal cases to tighten the writing, as well as added new cases, text, and materials that reflect current developments. They have reorganized the order of the chapters, foremost of which is to move the exploration of partnerships, limited liability companies, and close corporations more closely to one another. They also co-located the discussion of dividends and share repurchases with fraudulent conveyance and veil piercing, reflecting the foundations of such regulation as prophylactic to address potential fraud on creditors. And, in light of the increasingly complex dimensions surrounding litigation under Rule 10b-5, Professors Cox, Eisenberg and Whitehead provide a workable overview of the elements that define private suits. By doing so, each adopter can not only explore the foundational elements of Rule 10b-5 suits, but also pick and choose the elements the adopter wishes to explore further.
There have been numerous developments that also prompted the new edition. Among them are Coster v. UIP Companies, which provides important qualifications to the doctrine initially set forth in Blasius. Perhaps no development, ongoing during the printing of this edition, is more fundamental than that prompted by the Delaware Chancery Court's decision in West Palm Beach Fire Fighters Pension Fd. v. Moelis & Co., which goes to the heart of the corporate structure. Professors Cox, Eisenberg and Whitehead include an excerpt from the Delaware Chancery Court's decision in the ongoing litigation around Elon Musk's extraordinary Tesla compensation. In addition, they include Delaware's latest formulation in United Food & Commercial Workers v. Zuckerberg of the excuse of demand in derivative suits, as well as Williams Companies Shareholder Litigation's focus on poison pills designed to retard shareholder activism.
- ISBN13 9780314291240
- Publish Date 28 August 2024
- Publish Status Active
- Publish Country US
- Publisher West Academic
- Imprint West Academic Press
- Format Hardcover
- Pages 1633
- Language English