Thomson/West, 2007 - 843 ページ
A popular and highly-adaptable casebook for use in either a three-credit or four-credit course on business organizations or corporations. The second edition continues the traits that made the original so popular. The book is intended for all law students, whether they will practice on Wall Street or Main Street. It is aimed not only at those who were finance majors and know that they will take advanced corporate courses. It's also for the poetry majors who assume that they are going to dislike the course. Students who use the book are often shocked at how much they enjoy the subject and class. The book best meets law students' need to understand not only the legal issues that arise in battling for control of a large, mature public corporation, but also the legal and business issues that arise in starting and growing a new business. The book is student-friendly; it speaks to the student and conveys much meaningful information, much like a text book in other fields. It features problems and questions that integrate and develop doctrine. Unlike many other casebooks that merely cobble together a series of cases and open-ended questions, the book carefully teaches, in an enjoyable but organized way. During class, the professor can focus on the fun material; the book has already taught students the nuts and bolts. The book has a unique structure, as students follow a business (Bubba's Burritos) through every phase of each of the business structures. The course builds with the same cast of characters, as they explore how to form a business, how to make it grow, how to raise capital, how to transfer ownership, how to assess liability issues, and how the business may come to an end. This same business life cycle is experienced for the sole proprietorship, general partnership, close corporation, public corporation, limited partnership, and LLC. Students will compare and contrast the advantages and disadvantages of each business structure. The book draws on special resources. The contributions of Mike Roberts, of the Harvard Business School, are especially obvious. Students benefit from B-School materials, excerpts from periodicals, problems, and lots of original text to focus on both business and legal issues. Likewise, new co-author George Shepherd, a legal scholar and economist, offers economic theory-made-easy: he translates important economic concepts into simple language that all can enjoy. And it's SHORT. It provides a comprehensive view of business organizations in fewer than 850 pages, including some light-hearted (and light-headed) efforts at humor. We don't force the professor to spend hours trying to determine what parts of a bloated book are important enough to assign. We have done the distilling for you. The book features the innovation of asking questions before most cases (as well as after), to focus the students' reading. The combination of cases is compelling - the old classics plus new teaching vehicles that will become classics. In addition, the second edition features up-to-the minute discussion of new developments such as CEO compensation and Sarbanes-Oxley. These materials can be adapted to almost any need. For those desiring full coverage of publicly traded corporations, no problem, as the book treats Section 16b, proxy fights, and takeovers. Those desiring to leave those materials out will find plenty for a full three- or four-credit course on the variety of business structures.
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What Do Businesses Do and What
B How does the owner of a business make money from the business?
E What does a lawyer for a business do?
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Agee alleged approval assets board of directors breach Bubba's Burritos business judgment rule buy-sell agreement Capel capital cash claim close corporation company's complaint corporate opportunity Corporation Law corporation's Court of Chancery debt decision defendants Delaware Supreme Court demand derivative suit determine disclosure dissolution dividends duty to disclose earnings EchoCath employees entity equity fact fair FFUSA fiduciary duty filed firm fraud held incorporation insider interest investment investors issue lawyer limited liability company limited partners limited partnership litigation majority MBCA McDonald's MedSystems merger minority shareholders negotiations obligations officers owner ownership Paramount parties partnership agreement payments person plaintiff profits proposal Propp provides proxy purchase reasonable receive Revlon Rodd RUPA salary securities sell shareholders shares statement statute stockholders Supreme Court tender offer trading transaction trial court Unocal Viacom violation voting