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.

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 governance are at the forefront of regulatory activities worldwide, and subject to increasing public attention in the wake of the Global Financial Crisis. Comprehensively referencing the key debates, the Handbook provides a much-needed framework for understanding the aims and methods of legal research in the field.

As legislatures have come to recognize the distinct needs of closely held corporations, the law in this area has become unique. The Law of Closely Held Corporations encompasses all of the major transactional and litigation issues that practitioners are likely to face. Covering relevant federal and state laws and regulations, this resource gives you insights into successful business structures that help avoid conflict down the road--and it gives you everything you need to successfully resolve conflict if it does arise! Providing the materials you need to find practical answers to sometimes thorny questions, this NEW resource: Delivers current treatment of all aspects of close corporation law--including expert insights into the latest developments Includes coverage of relevant close corporation cases and statutes--at both the federal and state levels Focuses on the unique transactional and litigation issues of a close corporation Covers basic and sophisticated close corporation issues Offers concrete guidance and to common--and uncommon--questions Includes detailed transactional forms and litigation pleadings Over 50 Key Forms on CD-ROM! Rather than using one source for legal analysis and another source--or sources!--for forms, now you can rely on the one comprehensive resource that includes analysis and forms with clear cross-references between them. The Law of Closely Held Corporations is your comprehensive guidebook for navigating the unique--and often complicated--situations that arise within closely held corporations, including: The Role of Fiduciary Duty Breaches of Fiduciary Duty Dissension and Oppression in the Closely Held Corporation Remedies for Dissension Valuing Assets and Quantifying Buyout Handling Litigation--includes a consolidated collection of relevant case law! Derivative Suits And much more!

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 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.

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 text argues that the rules and practices of corporate law mimic contractual provisions that parties involved in corporate enterprise would reach if they always bargained at zero cost and flawlessly enforced their agreements. It states that corporate l