This title is a part of our CasebookPlus™ offering as ISBN 9781647082079. Learn more at Faculty-CasebookPlus.com.

This title covers the law of business associations for introductory courses, 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 the economy generally. Among other state and model statutes, the Uniform LLC Act (2013), the Uniform Partnership Act (2013), the Uniform Limited Partnership Act (2013), the Third Restatement of Agency (2006), and the Model Business Corporation Act (2016) are discussed and cited.


Imprint: West Academic Publishing
Series: American Casebook Series
Publication Date: 07/09/2020

Jonathan R Macey, Yale University Law School

Douglas K. Moll, University of Houston Law Center

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The changes to the new edition include:

a. Inclusion of the latest 2013 versions of the Revised Uniform Partnership Act, the Uniform Limited Partnership Act, and the Uniform Limited Liability Company Act.

b. Coverage of the new 2016 Model Business Corporation Act and post-2016 amendments

c. New case: The Second Circuit’s Martoma decisions involving post-Salman insider trading developments

d. New case: The Delaware Supreme Court’s Marchand decision, which held that a Caremark claim survived a motion to dismiss

e. New case: Lebanon County on DGCL Section 220 and the inspection rights of shareholders

f. New notes: Notes on post-M&F Worldwide developments, including Flood (when must the M&F Worldwide protections be in place) and Corwin (standard of review for merger transactions involving a non-controlling shareholder)

g. New text: Text on Material Adverse Effect clauses, the Delaware Court of Chancery’s Akorn decision, and the COVID-19 pandemic

h. New text: Text on the Delaware Supreme Court’s Sciabacucchi decision (upholding a forum selection provision directing securities litigation to federal court)

Learn more about this series.