This title is a part of our CasebookPlus™ offering as ISBN 9781640204980. Learn more at

With the prior edition of this concise, up-to-date casebook having been adopted at over 100 law schools, the tenth edition preserves the authors' tradition of providing a comprehensive overview of agency, partnership, and corporation law. It also continues to emphasize five basic editorial principles:

  • Cases edited ruthlessly to produce a readable and concise result.
  • Facts matter, so they are included in all their potential ambiguity.
  • Bring a planner’s perspective to the table through extensive use of transactionally-oriented problems.
  • It’s a casebook not a treatise. No long, stultifying textual passages. Provide the cases and let the individual teacher use them as he or she sees fit.
  • Try to find cases that are fun to teach. Great facts or a clever analysis are always given first priority in case selection.

An exhaustive teachers’ manual extensively discusses every case and provides answers to every question in the text. One feature that many adopters find especially helpful is that all three editors give their own approach to the cases, showing the different ways in which the same case can be taught. Annually updated PowerPoint slides cover almost all sections of the book and feature an extensive use of data, graphics, and photos.

For more information and additional teaching materials, visit the companion site.

Imprint: Foundation Press
Series: University Casebook Series
Publication Date: 02/28/2018

William A. Klein, University of California-L.A. School of Law

J. Mark Ramseyer, Harvard University Law School

Stephen M. Bainbridge, University of California-L.A. School of Law


This title is available in our CasebookPlus format. Anchored by faculty-authored self-assessments keyed to our most popular casebooks, CasebookPlus allows students to test their understanding of core concepts as they are learning them in class.


Adopt the CasebookPlus option of your chosen text and provide your students with all the tools they need to gauge their understanding of the material—on their own, outside of the classroom, with no extra work on your part.

For faculty who wish to view their students’ quiz progress and results, we’ve added new optional customizable reporting capability that can help you evaluate your students’ understanding of the material. This feedback can also help your school demonstrate compliance with the new ABA Assessment and Learning Outcomes standards. Learn more about the reporting available to you from your Account Manager or view the course set-up instructions to get started.


Students purchasing a used book, or those who are renting their text, can still utilize all CasebookPlus digital resources by buying the digital only option.

Significant Changes
Note: Deleted cases will be made available in pdf format on our website, for users who wish to continue teaching them. There are scattered changes throughout the text and manual reflecting the adoption of the 2013 revisions to the UPA (2013) and ULLCA, the restated version of the MBCA released in 2016, and changes to the DGCL since the last edition.

Chapter 2

  • Putnam v. Shoaf deleted and replaced by In re Fulton.
  • Several notes have been added to the section on limited partnerships in order to flesh out and update the material.

Chapter 3
  • In re Silicone Breast Implants deleted from section on limited liability.
  • The material on derivative litigation has been moved from Chapter 3 to Chapter 5.

Chapter 5
  • The material on derivative litigation has been moved to Chapter 5 from Chapter 3.
  • In re Medtronic replaces Eisenberg and Cohen in the section on the distinction between direct and derivative actions.
  • Delaware County Employees Retirement Fund v. Sanchez added to section on shareholder derivative suits. The Oracle decision has been deleted.
  • In re China Agritech has been edited further to make it more manageable in the classroom.
  • Several cases have been significantly shortened to make them more readable and manageable in the classroom:
    • Disney
    • Halliburton
    • Texas Gulf Sulphur
  • Salman v. United States added to section on insider trading.

Chapter 6
  • Trinity Wall Street v. Walmart added to the section on shareholder proposals.

Chapter 7
  • Espinoza v. Zuckerberg added to the section on shareholder voting control.

Learn more about this series.