Overview

The authors retain the features that earned the book widespread adoption: - a careful balance of theory, cases, and problems allows law and economic theory to enrich -- but not dominate -- the casebook - excellent and ample problems at the end of each chapter - flexible organization - readable, straightforward writing - the strongest treatment of LLCs/LLPs and other business associations available - comprehensive Teacher's Manual includes sample syllabi and a transition guide The Fifth Edition focuses on two major developments in the law: - proliferation of new business entities and resulting changes in partnership and LLC law - the aftermath of Enron, WorldCom, and Sarbanes-Oxley, including detailed coverage of changes in the landscape of corporate governance, particularly federal regulation via securities law, stock exchange listing standards, and state law cases such as Disney Other notable changes: - additional attention to agency law and setting the stage for contrasting private ordering via contract and law in defining business relationships - new, more teachable cases that present basic issues - discussion of the menu of governance choices in a post-Enron world - broader focus to include the New York Stock Exchange listing standards regarding director duties and key recent Delaware cases like Disney - completely updated material on LLCs, including a new subchapter - coverage of appraisal versus fiduciary duty for friendly acquisitions - addresses the new importance of disclosure as the leading regulatory vehicle for corporate governance as reflected in new case law on causation under Rule 10b-5 - updated chapter onInsider Trading includes recent developments as to Regulation FD

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