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May 20, 2008

The Second Edition

Posted by Gordon Smith

Cindy and I recently completed the second edition of the casebook, and we are very excited about it. Here are some of the new materials:

  • The Third Restatement of Agency is integrated into Chapter 1.
  • A new chapter is dedicated to Limited Liability Companies, a topic that our adopters felt we treated too lightly in the first edition.
  • We included some great new materials on shareholder proposals, including Bebchuk and AIG
  • We have lots of new and interesting Delaware cases (Disney, Stone, Martha Stewart, Tooley, Hollinger, and Unisuper)
  • The last chapter -- Regulation of Disclosure, Fraud, and Insider Trading -- includes important recent Supreme Court cases (Tellabs, Stoneridge, Dura, and Dabit), along with Siebel in the section on Regulation FD.
  • In addition to the high-impact cases listed above, I spent hours scouring the reporters for lesser known cases on closely held corporations, and I found some gems.

We didn't just add new content. We disposed of a number of cases that our adopters found less inspiring, so the book will retain its relatively slim form.

We also re-ordered the corporations chapters so that the book progresses from formation to governance of closely held firms to governance of publicly traded corporations. If you teach two business organizations courses, this book would fit nicely, with the first half belonging to a course on closely held businesses and the second half belonging to a course on publicly traded corporations. If you teach only one business associations course, as I will at BYU, you will need to do some picking and choosing. Fortunately, there is a lot of good material to choose from.

The bound volumes of the book will be published in late June or early July, but if you would like to receive pdf files of the chapters before that to prepare for class, please contact me and I will arrange for that to happen.

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