Business Associations, Cases and Materials on Agency, Partnerships, LLCs, and Corporations

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

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Table of Contents

Fall 2024 Update Memo

Fall 2024 Update Memo - Teacher's Notes

Teacher's Manual

PowerPoint Slides (Adopter Access Only)

Cases Dropped from Prior Editions (Adopter Access Only)

Chapter 1

• 370 Leasing was deleted and replaced by Ackerman v. Sobol Family Partnership, LLP. 370 Leasing was a pretty old case and was not precise in its use of agency terminology. Ackerman is about the authority of an attorney and, in our experience, students enjoy talking about cases involving lawyers.

Chapter 2

• The section on partnership dissolution was significantly reworked. The UPA (1997) is now in force in over 40 states. The changes in the dissolution regime made by the UPA (1997) were among the most significant changes from the 1914 statute. We therefore decided that the time had come to substantially reduce our reliance on cases decided under the UPA (1914). This also allowed us to substantially shorten a section that both we and students find heavy going.
  • Owen v. Cohen was deleted.
  • Collins v. Lewis was deleted.
  • Prentiss v. Sheffel was deleted.
  • Pav-Saver Corp. v. Vasso Corp. was deleted.

Chapter 4 (formerly 5)

• In re Investors Bancorp, Inc. Stockholder Litig., was added to the section on shareholder ratification. There seems to be a trend among Delaware courts towards encouraging shareholder ratification of conflict of interest transactions. This edition of the casebook includes three of the recent cases: Investors Bancorp, MFW, and Corwin. If you teach all three, you may want to draw explicit connections between them.
• In re China Agritech was deleted and replaced by City of Birmingham Ret. and Relief System v. Good. We like the contrast between the majority and Chief Justice Leo Strine’s dissent.
• A couple of cases were significantly edited to make them more readable and manageable in the classroom:
  • Dirks
  • Salman

Chapter 5 (formerly 6)

• Trinity Wall Street v. Walmart was edited to make it considerably shorter.
• AmerisourceBergen Corporation v. Lebanon County Employees’ Retirement Fund was added to the section on shareholder inspection rights. Sadler v. NCR was deleted from that section. This change refocuses the section from choice of law to the substantive law.

Chapter 6 (formerly 7)

• In Section 2.B, Lyondell Chemical Co. v. Ryan was deleted and replaced by the much more important decision in Corwin v. KKR Financial Holdings LLC.

Chapter 8 (formerly 4)

• The Chapter on LLCs was moved to the end of the book and becomes Chapter 8.
• The section on LLC Mergers was moved from Chapter 6 to this Chapter.
• New Horizons v. Haack was deleted and replaced by Reese v. Newman.

Learn more about this series.