Business Structures

, by Epstein, David G.; Freer, Richard D.; Roberts, Michael J.

Note: Supplemental materials are not guaranteed with Rental or Used book purchases.

ISBN: 9780314262950 | 0314262954
Cover: Hardcover
Copyright: 3/1/2002

Rent

(Recommended)

$73.18

Term

Due

Price

Semester

Aug 2

$73.18

Quarter

Jul 19

$69.53

Short Term

Jun 21

$65.87

*This item is part of an exclusive publisher rental program and requires an additional convenience fee. This fee will be reflected in the shopping cart.
Buy New

Usually Ships in 3-5 Business Days

$99.98

This law school casebook makes the study of corporations, limited liability companies, partnerships and other forms of business structures understandable and interesting to all students. The book makes the students aware of the business context in which these difficult concepts arise. While all of the classic corporations cases are included, the book also covers Limited Liability Companies (LLCs) and other forms of business structures. Emphasis is placed on the legal issues in starting and growing a business than in representing a Fortune 500 Company.

What Do Businesses Do and What Do Lawyers for Businesses Do?

Why does someone own a business or an interest in a business?

(13)

The Epstein-Freer view and the Roberts view

(2)

Views of other ``Gontser Machers''

(2)

Views of courts and Legislatures

(1)

A.P. Smith Mfg. Co. v. Barlow

(9)

How does the owner of a business make money from the business?

(1)

How does the owner of a business (and her lawyer) know how much money the business has made and how much money the business is worth?

(12)

The income statement

(3)

The cash flow statement: a first look

(2)

The balance sheet

(4)

Cash flow statements: a second look

(1)

Financial statements and the value of a business

(1)

Problems: use of financial statements

(1)

What does a lawyer for a business do?

(3)

What are the legal structures for businesses?

(6)

What choices are available?

(3)

How do you choose?

(2)

What is a Sole Proprietorship and How Does It Work?

What is a sole proprietorship? What is sole proprietorship law? What are the problems in starting a business as a sole proprietorship?

(1)

What are the problems in operating a business as a sole proprietorship?

(24)

Employees and introduction to agency principles

(3)

Problems: Liability of the sole proprietor for contracts of his employee

(3)

Problems: Liability of the sole proprietor for torts of her employee

(1)

Other ``agency'' relationships in business

(1)

Attorney-client

(1)

Hayes v. National Service Industries

(4)

Franchises and other business relationships

(1)

Miller v. McDonald's Corp

(12)

How does a sole proprietorship grow?

(13)

Funding by the owner

(1)

Overview of debt and equity

(1)

A cash flow view of debt and equity

(2)

Borrowing money

(1)

Sharing profits with a lender

(3)

In re Estate of Fenimore

(6)

What is a Partnership and How Does It Work?

What is a partnership?

(2)

What is partnership law?

(1)

What are the problems in starting a business as a partnership?

(3)

Problems: partnership agreement

(2)

What are the legal problems in operating a business as a partnership?

(13)

Who owns what?

(1)

Problems: partnership property

(1)

Who decides what the partnership will do?

(1)

Problems: partnership decision-making

(1)

Meinhard v. Salmon

(9)

Who is liable for what to whom?

(1)

Liability of the partnership

(1)

Liability of the partners

(1)

Problems: partnership liability

(1)

How does a partnership business grow?

(5)

Existing owners

(1)

Problem: Capital contribution requirement in partnership agreement

(1)

Outside lenders

(1)

Problem: partner's guarantee of loans to the partnership

(1)

Additional owners (i.e., investors)

(1)

Financial issues

(1)

Legal issues

(1)

Problem: new partners

(2)

Earnings from business operations

(1)

Problem: use of partnership earnings

(1)

How do the owners of a partnership make money?

(16)

Salary

(1)

Problems: partnership salary

(1)

Profits

(1)

Problems: partnership profits

(1)

Sale of ownership interest to third parties

(1)

Problems: sale of partnership interest

100

(1)

Sale of ownership interest back to the partnership

100

(1)

Buy-sell agreements

100

(1)

Withdrawal of a partner

101

(1)

Problems: partner withdrawal

102

(1)

Creel v. Lilly

103

(10)

Partnership endgame

113

(22)

Dissolution, winding up and termination as endgame for the partnership

113

(1)

Problems: partnership dissolution

114

(1)

Problems: winding up

115

(1)

Problems: partnership accounts

116

(1)

Kovacik v. Reed

117

(4)

Expulsion as endgame for a partner

121

(1)

Bohatch v. Butler & Binion

122

(7)

Freeze out as endgame for a partner

129

(1)

Page v. Page

130

(5)

What is a Corporation and How Does a Business Become a Corporation?

What is a corporation and what is corporation law?

135

(6)

A corporation is

138

(2)

Corporate law is

140

(1)

What are the legal problems in starting a business as a corporation?

141

(16)

Preparing the necessary papers

141

(2)

Problems: Articles and bylaws

143

(1)

Contracting before incorporating

144

(1)

Problems: promoter

144

(1)

Issuing stock

145

(5)

Problems: issuance

150

(1)

Choosing the state of incorporation and qualifying as a ``foreign corporation''

151

(6)

How Does a Corporation Operate?

Who is liable to the corporation's creditors?

157

(23)

DeWitt Truck Brokers, Inc. v. W. Ray Flemming Fruit Co

158

(8)

In re Silicone Gel Breast Implants Liability Litigation

166

(14)

Who gets to make decisions for the corporation?

180

(72)

Board of directors and officers

181

(5)

Problems: corporate decision-making

186

(1)

McQuade v. Stoneham

187

(5)

Shareholders' decisions instead of directors' decisions

192

(1)

Villar v. Kernan

193

(6)

Shareholders' decisions about directors and cumulative voting

199

(2)

Problems: cumulative voting

201

(1)

Shareholders' voting on directors' decisions on fundamental corporate changes

202

(1)

Where shareholders vote, and who votes

203

(1)

Problems: Voting

204

(1)

Who votes and proxies?

205

(2)

Federal proxy rules

207

(1)

False or misleading statement of fact

208

(1)

Virginia Bankshares, Inc. v. Sandberg

208

(10)

James Surowiecki, Gadfly, Inc

218

(3)

Shareholder proposals

221

(3)

SEC No-Action Letter, Xerox Corporation March 4, 2001

224

(6)

Shareholders' inspection rights

230

(1)

Kortum v. Webasto Sunroofs, Inc.

231

(14)

Shareholders' voting agreements

245

(1)

Ringling Bros.-Barnum & Bailey Combined Shows, Inc. v. Ringling

245

(7)

What are the responsibilities of a corporation's decisionmakers and to whom are they responsible?

252

(82)

What are the business responsibilities?

252

(3)

What are the legal responsibilities?

255

(1)

Duty of care

255

(1)

Breach of duty of care by board action

255

(2)

Shlensky v. Wrigley

257

(5)

Joy v. North

262

(7)

Smith v. Van Gorkum

269

(8)

Breach of duty of care by board inaction

277

(1)

Barnes v. Andrews

277

(7)

In re Caremark International, Inc. Derivative Litigation

284

(7)

McCall v. Scott

291

(5)

Duty of loyalty

296

(1)

Competing with the corporation

297

(1)

Regenstein v. J. Regenstein Co

297

(3)

``Usurping'' a corporate opportunity

300

(1)

Northeast Harbor Golf Club, Inc. u. Harris

301

(9)

Broz v. Cellular Information System, Inc.

310

(7)

Being on ``both sides'' of a deal with the corporation (i.e., ``interested director transactions'')

317

(1)

HMG/Courtland Properties, Inc. v. Gray

317

(8)

Cookie's Food Products, inc. v. Lakes Warehouse Distributing, Inc.

325

(9)

Who sues and who recovers?

334

(52)

What is a derivative suit and why do we have them?

334

(3)

Eisenberg v. Flying Tiger Line, Inc

337

(6)

How does a derivative suit compare to a class action (and why are both so controversial)?

343

(2)

Problem: derivative suit or class action

345

(1)

Procedural requirements of a derivative suit

346

(1)

Joinder of the corporation and alignment of the parties

346

(1)

Stock ownership and other standing requirements

347

(1)

Security-for-expenses

348

(1)

Demand on directors

349

(2)

Marx v. Akers

351

(15)

Auerbach v. Bennett

366

(6)

Zapata Corp. v. Maldonado

372

(12)

Demand on shareholders

384

(1)

Right to jury trial

384

(1)

Court approval of settlement or dismissal

385

(1)

Recovery in derivative suits

386

(1)

Who really pays?

386

(7)

Insurance

387

(3)

Indemnity

390

(3)

How Does a Business Structured as a Corporation Grow?

Borrowing more money

393

(1)

Issuing more stock

394

(27)

To whom?

394

(1)

Preemptive rights and other rights of existing shareholders

394

(1)

Byelick v. Vivadelli

395

(6)

To venture capitalists

401

(2)

Earth Globe.Com Inc. Venture Capital Term Sheet

403

(2)

To a person (or a few people) or to the public

405

(1)

What are the legal constraints on how a corporation issues its stock?

406

(1)

Registration requirements for public offerings

406

(1)

Some of what your client might have learned about securities registration in B-School

406

(7)

Some of what you can learn about securities regulations from the SEC website

413

(1)

Q & A: Small Business and the SEC

414

(5)

Common law fraud and misrepresentation and Rule 10b-5 constraints on any stock issuance

419

(2)

Problem: application of 10b-5 to stock issuance

421

(1)

Debt v. Equity

421

(2)

Using earnings

423

(5)

How Do the Owners of a Corporation Make Money?

Receiving salaries from the corporation

428

(32)

Who decides which shareholders get salaries?

428

(1)

Hollis v. Hill

429

(16)

What are the legal limitations on salaries?

445

(1)

Exacto Springs Corp. v. Commissioner of Internal Revenue Service

446

(6)

Giannotti v. Hamway

452

(8)

Receiving dividends from the corporation

460

(17)

What is a dividend?

460

(1)

Why do corporations pay dividends? Why do investors pay attention to dividends?

461

(1)

What is the law on when a dividend can be paid? What is the law on when a dividend must be paid?

462

(3)

Zidell v. Zidell

465

(5)

Sinclair Oil Corp. v. Levien

470

(5)

To whom are dividends paid: preferred, participating, cumulative?

475

(2)

Buying and selling stock at a profit

477

(146)

How does someone know what shares of a corporation's stock are worth?

477

(1)

Available information

477

(1)

Reliability of the information-common law and 10b-5 protection from fraud

478

(1)

Basic, Inc. v. Levinson

478

(11)

EP MedSystems, Inc. v. EchoCath, Inc.

489

(15)

Malone v. Brincat

504

(8)

What are the legal duties applicable to buying or selling stock?

512

(1)

§10b-5 again and buying or selling with inside information

512

(1)

Dupuy v. Dupuy

513

(3)

Goodwin v. Agassiz

516

(6)

Securities and Exchange Comm'n v. Texas Gulf Sulphur Co.

522

(8)

Chiarella v. United States

530

(9)

Dirks v. Securities and Exchange Commission

539

(11)

United States v. O'Hagan

550

(8)

16b and short swing trading

558

(1)

Reliance Electric Co. v. Emerson Electric Co

558

(5)

Problems: §16b suits

563

(1)

Common law duty of selling shareholder

563

(1)

DeBaun v. First Western Bank & Trust Co

564

(9)

Perlman v. Feldmann

573

(11)

Note: ``Selling'' fiduciary offices with the controlling interest

584

(1)

To whom can a shareholder sell her shares?

585

(1)

Redemption and the equal access rule

586

(1)

Donahue v. Rodd Electrotype of New England, Inc.

586

(13)

Buy-sell agreements

599

(7)

Jordan v. Duff & Phelps, Inc.

606

(8)

Berreman v. West Publishing Co.

614

(9)

Various ``Endgames'' for the Corporation, Its Shareholders, Its Managers

Dissolution

623

(2)

Merger

625

(35)

Effects of merger on the creditors and the shareholders of the disappearing corporation

625

(1)

Problems: the effect of a merger

625

(1)

Stockholders protection

626

(1)

Sue the directors who approved the merger for breach of duty of care

626

(1)

Vote against the merger

626

(1)

Problems: shareholder approval of a merger

626

(1)

Assert dissenting shareholders' right of appraisal

627

(1)

HMO-W, Inc. v. SSM Heath Care System

628

(10)

Sue the directors who approved the merger for breach of duty of loyalty

638

(1)

Weinberger v. UOP, Inc.

639

(12)

Coggins v. New England Patriots Football Club, Inc.

651

(9)

Problem: cash out mergers

660

(1)

Sale of assets

660

(8)

Effect of sale of assets on the creditors of the selling corporation

660

(2)

Franklin v. USX Corp.

662

(5)

Effect of the sale of all or substantially all of a corporation's assets on the shareholders of the selling corporation and the shareholders of the buying corporation

667

(1)

Problem: A sale of assets that arguably looks like a merger

667

(1)

Hostile takeover

668

(81)

What is a hostile takeover?

668

(1)

Press Release: Chesapeake Commences $17.25 Cash Tender Offer for Shorewood

669

(2)

Phillipe Franq & Jean Van Hamme, Hostile Takeouer Bid

671

(2)

Takeover defenses

673

(1)

Unocal Corp. v. Mesa Petroleum Co.

673

(10)

Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc.

683

(10)

Paramount Communications, Inc. v. Time, Inc.

693

(14)

Paramount Communications, Inc. v. QVC Network, Inc

707

(22)

Federal and state regulation of hostile takeovers

729

(1)

CTS Corp. v. Dynamics Corp. of America

729

(9)

Amanda Acquisition Corp. v. Universal Foods Corp

738

(11)

What is a Limited Partnership and How Does It Work?

What is a limited partnership and what is limited partnership law?

749

(1)

What are the legal problems in starting a business as a limited partnership?

750

(3)

What are the legal problems in operating a business as a limited partnership?

753

(31)

Who decides what?

753

(2)

Who is liable to whom for what?

755

(1)

To third parties

755

(1)

Zeiger v. Wilf

756

(12)

To the partnership and partners

768

(1)

Kahn v. Icahn

769

(8)

In re USACafes L.P.

777

(7)

How do the owners of a business structured as a limited partnership make money?

784

(3)

Transfer of ownership interest to a third party

785

(1)

Transfers of ownership interest to limited partnership

785

(1)

Problem: Withdrawing from a limited partnership

786

(1)

What is a Limited Liability Company and How Does It Work?

What is an LLC and what is LLC law?

787

(1)

What are the legal problems in starting a business as an LLC?

788

(2)

What are the legal problems in operating a business as an LLC?

790

(9)

Who decides what?

790

(1)

Problems: decision-making in an LLC

791

(1)

Who is liable to whom for what?

792

(1)

Members' liability to third parties

792

(1)

Members' and managers' liability to the company

793

(1)

Lynch Multimedia Corp. v. Carson Communications, LLC

794

(5)

How do the owners of a business structured as a limited liability company make money?

799

(14)

Problem: transfer of members' interest

800

(1)

Lieberman v. Wyoming.com LLC

801

(12)

From limited liability companies to

813

Please wait while the item is added to your bag...

FREE SHIPPING

Amazon no longer offers textbook rentals. We do!

Business Structures

Summary

Table of Contents

Supplemental Materials