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The Tenth Edition continues the basic approach of its predecessors: using problems as a vehicle for discussing cases and textual material to develop an understanding of the law of business enterprises and the policy issues that influence its evolution. The new edition continues to develop sophisticated materials on noncorporate business entities, and it adds significant new cases and commentary on new developments in law including Delaware cases on information rights, shareholder litigation, and the Caremark doctrine. The commentary has been updated for new developments including discussion of the role of corporations in society and the influence of and trends in shareholder proposals. It also made modest organizational changes that streamline the sequential delivery of important lessons.

Imprint: West Academic Publishing
Series: American Casebook Series
Publication Date: 08/18/2022

Jeffrey D. Bauman, Georgetown University Law Center

Russell B. Stevenson, Jr., Georgetown University Law Center

Robert J. Rhee, University of Florida College of Law


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In addition to the usual updates to take into account new developments including changes and additions to Delaware doctrines of demand futility and good faith compliance with legal regulations, the Tenth Edition made modest reorganization to the book structure. Chapters on the shareholders’ role in governance and disclosure duties to shareholders have been consolidated into a new chapter on the shareholders’ role in corporate governance on the view that disclosure duties are critical to the exercise of shareholders’ role in governance including the exercise of voting rights. Also, the chapter on mergers and acquisitions has been moved up to precede the discussion of fiduciary duties of directors, officers, and controlling shareholders because so much of this law is arises from the context of mergers and acquisitions transactions.

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