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Business Organizations, Second Edition

Theresa A. Gabaldon, Christopher Sagers


  • ISBN: 9781543807936

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  • Description

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  • Additional Product Details

    Publication Date: 9/14/2018
    Pages: 1,120
    Hardcover + CasebookConnect: 9781454896593
    Loose-leaf +  CasebookConnect: 9781543807844
    Rental + CasebookConnect: 9781543807936
    Digital Only CasebookConnect: 9781543808025

    Detailed Table of Contents (PDF Download)

    Summary of Contents


    Part 1: Introduction and Overview
    1 Introduction: Welcome to the Law of Business Organizations!
    2 The Law of Business Organizations Generally, the
    Choice-of-Entity Problem, and the Basic Problems of the
    Business Counselor

    Part 2: Agency
    3 Introduction to Agency Law
    4 The Consequences of Agency and Attempts to Avoid Them
    5 Further Topics in Agency

    Part 3: The General Partnership, Other Unincorporated
    Entities, and the Special Problems of “Small” Business
    6 Introduction to the General Partnership
    7 Finance and the Sharing of Profits and Losses
    8 Management and Control, and Their Legal Consequences
    for the Firm and Its Partners
    9 Dissolution and Winding Up
    10 The Limited Partnership
    11 The Limited Liability Company, Its Special Attributes, and
    Other Modern Alternatives
    12 Fiduciary Duties in Agency and Unincorporated Entities

    Part 4: The Corporation
    13 Incorporation, Organization, and Promoter Issues
    14 Corporate Power and Purpose
    15 Introduction to Shares, Shareholders, and Corporate Debt
    16 Piercing the Veil of Limited Liability
    17 The Basics of Corporate Governance
    18 Fiduciary Duties in the Corporate Context: The Duty of Care
    19 The Duty of Loyalty and Conflicts of Interest: Self-Dealing
    Transactions and Corporate Opportunities
    20 Further Problems in the Duty of Loyalty: Good Faith
    and Disclosure
    21 Exculpation, Indemnification, and Insurance
    22 Derivative Litigation

    Part 5: Corporate Control Transactions
    23 Corporate Control Transactions, Part I: Introduction,
    Negotiated Transactions, and Sales of Control
    24 Corporate Control Transactions, Part II: Tender Offers,
    Tender Offer Defenses, and Special Fiduciary Duties in
    Hostile Takeover Situations

    Part 6: Special Considerations in the
    Close Corporation Context
    25 Special Considerations in the Close Corporation Context,
    Part I: Planning for Control
    26 Special Considerations in the Close Corporation Context,
    Part II: Fiduciary Duty and Oppression
    27 Special Considerations in the Close Corporation Context,
    Part III: Deadlock and Dissolution

    Part 7: The Federal Law of Securities Regulation:
    A Brief Introduction for the General Practitioner
    28 Introduction to Federal Securities Regulation: The Statutory
    Framework, the Definition of a “Security,” Registration
    Requirements, and Exemptions from Registration
    29 Proxy Regulation
    30 Fraud and Related Issues Under Rule 10b-5
    31 Trading by Insiders: Rule 10b-5
    32 Trading by Insiders: Short-Swing Trading Under §16(b)

    Table of Cases

  • Author Information

    Christopher Sagers

    Chris Sagers is Professor of Law at Cleveland State University, where he teaches Antitrust, Banking Regulation, Business Organizations, Law & Economics, Administrative Law, and a seminar concerning the theory of the firm. He is the author or editor of four books and numerous articles that focus on antitrust, regulated industries, and financial regulation. He has given testimony on these matters before Congress and the U.S, Antitrust Modernization Commission and is a frequent panelist and lecturer. He is a Senior Fellow of the American Antitrust Institute, an elected member of the American Law Institute, and a leadership member of the Antitrust Section of the American Bar Association.

    Before joining the faculty, Professor Sagers practiced law for four years in Washington, D.C., first at Arnold & Porter and then at Shea & Gardner. He is a graduate of the University of Michigan Schools of Law and Public Policy.

    Hailing originally from the peaceful obscurity of small-town Iowa, Professor Sagers lives with his wife and sons in the nicest little town in America, Cleveland Heights, Ohio.

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    Theresa A. Gabaldon

    e joining the faculty of The George Washington University law school in 1990 as a Lyle T. Alverson Professor of Law, Theresa A. Gabaldon was a member of the law faculties of the University of Colorado and the University of Arizona. Before entering academia, she was an associate and then a partner with the law firm of Snell & Wilmer in Phoenix. Her areas of specialization are corporate and securities law, contract law, and professional responsibility. Her primary research interests are in the field of securities regulation. She has served as a member of a number of committees and task forces, including the Colorado Supreme Court’s Task Force on Gender Bias and the committee responsible for drafting the Association of American Law Schools’ Statement of Good Practices by Law Professors in the Discharge of Their Ethical and Professional Responsibil

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