Cases and Materials on Corporations

With this edition, we have made a determined effort to shrink our size without reducing our coverage. New material however has been added in all chapters. A description of some of the new material follows. In Chapter I, recognizing that issues of race have dominated the headlines and political discourse, we examine recent efforts to increase racial and gender diversity on corporate boards. We also briefly review the Public Benefit Corporation, which is a new creature that is a hybrid of a profit-making corporation and a not-for-profit entity. We also return to this new actor on the corporate stage in connection with corporate acquisitions in Chapter IX. New to Chapter II\u27s introduction to the basic management structure of corporations, is a focus on cases in which directors have failed to monitor a critical risk. Recent cases suggest a broadening of this claim. Chapter III continues our commitment to survey the financial economics associated with valuing corporations. Because parties create corporations to the end of creating value, We provide a framework for doing so and the role of law in accomplishing it. With respect to non-publicly held entities, Chapter VII surveys the series of legislative authorizations for new types of vehicles that emphasize contract, including the highly successful limited liability company. Chapter IX takes up the most controversial area of corporate law over the last 30 some years governing friendly and unfriendly acquisitions. In doing so, it tracks the unique experience of Delaware over this period and the continuing dialogue between the Delaware Chancery Court and the Delaware Supreme Court about the allocation of authority between the board of directors and shareholders. A list of the updating of other chapters is too long to describe here, but is accomplished, we hope, by successfully managing managing the incorporation of new material reflecting the speed with which corporate law and financial markets are evolving and a tight focus on what is new and what no longer requires as much attention.https://scholarship.law.columbia.edu/books/1331/thumbnail.jp