Cases and Materials on Corporations, Eighth Edition

Jesse H. Choper, John C. Coffee, Jr., Ronald J. Gilson

$268.00

ISBN: 9781454802969

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Renowned for its richness, depth, and authorship, Cases and Materials on Corporations, Eighth Edition, offers broad coverage of both public and closely held corporations. A powerful introductory chapter sets out the defining characteristics of a corporation. A thematic framework frames corporate law in terms of the corporation’s responsibilities to its employees, its investors, and society. The updated Eighth Edition incorporates significant recent cases and legislative developments—in particular, the continuing ramifications of the Dodd-Frank Act.

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Page Count	1200
Published	05/13/2013

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Summary of Contents

Ch. 1. Introduction

Ch. 2. Basic Norms and Duties for Management of Corporations

Ch. 3. An Introduction to Corporate Finance

Ch. 4. Forming the Corporation

Ch. 5. Corporate Disclosure and Securities Fraud

Ch. 6. Voting and Corporate Control

Ch. 7. Business Organization for the Smaller Enterprise: Partnerships, Close Corporations, Limited Liability Companies, and Other Non-corporate Forms

Ch. 8. Shareholders’ Suits

Ch. 9. Corporate Acquisitions, Takeovers, and Control Transactions
Author Information

Jesse Choper

Jesse Choper served as law clerk to Chief Justice Earl Warren of the U.S. Supreme Court following graduation from law school. He taught at the Wharton School of the University of Pennsylvania from 1957 to 1960, and at the University of Minnesota Law School from 1961 to 1965. He joined the Boalt faculty in 1965. Choper has been a visiting professor at Harvard Law School, Fordham Law School, the University of Milan, Free University in Amsterdam, Autonoma University in Barcelona and the University of New South Wales in Sydney. He served as Boalt Hall's dean from 1982 to 1992.
From 1979 to 1998, Choper was one of the three major lecturers at U.S. Law Week's Annual Constitutional Law Conference in Washington, D.C. He has delivered 20 titled lectures at major universities throughout the country, including the Cooley Lectures at Michigan, the Stevens Lecture at Cornell, the Baum Lecture at Illinois, and the Lockhart Lecture at Minnesota. He has served on the executive committee of the Association of American Law Schools, and on the executive council of the American Academy of Arts and Sciences (of which he has twice been vice president). He was national president of the Order of the Coif and is a member of the American Law Institute. In 1998 he received the UC Berkeley Distinguished Teaching Award and the Rutter Award for Teaching Distinction at Boalt Hall in 2006. The Boalt Hall Alumni Association presented Choper with the Faculty Lifetime Achievement Award in 2005.
Choper's major publications include the books, Judicial Review and the National Political Process: A Functional Reconsideration of the Role of the Supreme Court, which received the Order of the Coif Triennial Book Award in 1982, and Securing Religious Liberty: Principles for Judicial Interpretation of the Religion Clauses. His recent publications include the tenth edition of his Constitutional Law casebooks; the sixth edition of his Corporations casebook; the second edition of The Supreme Court and Its Justices; ''The Political Question Doctrine: Suggested Criteria,'' in the Duke Law Journal (2005); ''Effective Alternatives to Causes of Action Barred by the Eleventh Amendment'', 50 New York Law School Law Review 715-728 (2005-2006) (co-author).

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John Coffee

Following graduation from law school, was a Reginald Heber Smith fellow for one year, doing poverty law litigation in New York City. Corporate lawyer with Cravath, Swaine & Moore, 1970-76. From 1976 until coming to Columbia in 1980, was a professor at Georgetown University Law Center. Visiting professor at Harvard Law School (2001), Stanford University Law School (1988), the University of Virginia Law School (1978), and the University of Michigan Law School (1979).
Reporter for the American Bar Association for its Model Standards on Sentencing Alternatives and Procedures and for the American Law Institute's Principles of Corporate Governance.
Member or former member, Economic Advisory Board to Nasdaq; National Academy of Sciences panel studying empirical research on sentencing; the National Research Council's Standing Committee on Law and Justice; the Advisory Panel on Environmental Sentencing Guidelines to the United States Sentencing Commission; SEC Advisory Committee on the Capital Formation and Regulatory Processes; the Subcouncil on Capital Markets of the United States Competitiveness Policy Council; the Legal Advisory Board to the National Association of Securities Dealers (NASD); Legal Advisory Committee to the board of directors of the New York Stock Exchange.
Former chairperson of the Section on Business Associations of the Association of American Law Schools.
Fellow of the American Academy of Arts and Sciences; listed by the National Law Journal as one of ''The 100 Most Influential Lawyers in the United States.'' Publications include Cases and Materials on Securities Regulation (with Seligman, 9th ed., 2003); Knights, Raiders and Targets: The Impact of the Hostile Takeover (with Lowenstein and Rose-Ackerman, 1988); Cases and Materials on Corporations (with Choper and Gilson, 6th ed., 2004); and Business Organization and Finance: Legal and Economic Principles (with Klein, 9th ed., 2004). Principal interests are corporations, securities regulation, class actions, criminal law, and white-collar crime.

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Ronald Gilson

An experienced practitioner of corporate and securities law before entering academia, Ronald Gilson is the author of major casebooks on corporate finance and corporate acquisitions. He has written widely on U.S. and comparative corporate governance and on venture capital and was a reporter of the American Law Institute’s Corporate Governance Project. Professor Gilson is a fellow of the American Academy of Arts and Sciences and the European Corporate Governance Institute, and is the board chair for American Century Mountain View Mutual Funds, managing over $26 billion in assets. In addition to his role at Stanford Law School, he is the Marc and Eva Stern Professor of Law and Business at Columbia University School of Law.
Before joining the Stanford Law School faculty in 1979, Professor Gilson was a partner at a San Francisco corporate law firm. He clerked for Chief Judge David L. Bazelon of the U.S. Court of Appeals for the District of Columbia Circuit.

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