Corporate Law and Governance: Principles and Practice, First Edition

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Authors

Charles C. Cohen
Peter B. Oh

Series / Aspen Casebook Series

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Book length

512 pages

Publication Date

2025-09-16

Edition

First Edition

Description

Table of contents

Preface

Buy a new version of this textbook and receive access to the Connected eBook on Casebook Connect, including lifetime access to the online ebook with highlight, annotation, and search capabilities. Access also includes an outline tool and other helpful resources. Connected eBooks provide what you need most to be successful in your law school classes.

Corporate Law and Governance: Principles and Practice brings real-world corporate experience and academic rigor to the classroom, exploring the relationship of landmark decisions and recent cases and developments to contemporary business and legal issues. Anchoring Problems in most chapters describe fact patterns based on real events, and Anchoring Questions raise issues to be explored in those chapters, and prompt students to apply theory to practice. Notes and Questions enrich reading and deepen study with related cases, research, and case studies.

Features of the First Edition:

Edited for clarity and precision, the cases reflect both Delaware and Model Business Corporation Act jurisdictions
Examination of major legislation and regulation in corporate governance, including federal legislation (e.g., Sarbanes-Oxley, Dodd-Frank), state laws, and stock exchange rules
Coverage of Directors’ & Officers’ Insurance, executive compensation, oversight and monitoring responsibilities, shareholder activism/primacy, and shareholder derivative suits
Background materials on agency, behavioral economics, corporate finance, and securities law
Recent developments in Corporate Social Responsibility (CSR); Environmental, Social, and Governance (ESG); and Diversity, Equity, and Inclusion (DEI)
Anchoring Problems and Anchoring Questions at the start of most chapters support experiential learning
Anchoring Notes as sidebars connect content to issues associated with the Anchoring Problem
Notes as sidebars supplement the main text with examples, insights, and context
Notes and Questions highlight cutting-edge academic research, notable media commentary, and significant cases in the field
Highly navigable, logically structured content; accessible to students with or without previous coursework in business, economics, finance, or law

Professors and students will benefit from:

A balance of landmark and recent cases from United States federal and state courts
Coverage of both federal and state legislation and regulation in the area of corporate governance
Regulations and rules from the NASDAQ and NYSE
Key secondary sources, such as the American Law Institute’s Principles of Corporate Governance, Restatements of the Law, and classic books and treatises in corporate law and governance
Empirical data and research on myriad topics, including executive compensation; Corporate Social Responsibility (CSR); Environmental, Social, & Governance (ESG); and Diversity, Equity, & Inclusion (DEI)
Incisive introductory and transitional text that deepen student understanding of cases and excerpts
Sidebars that add context and interest to the main topic of discussion

Table of Contents

SUMMARY OF CONTENTS

Contents
Preface
Acknowledgments
Prefatory Note

1. Foundations of Corporate Law, Governance, and Finance
2. The Embedded “Agency Problem” Within the Board of Directors
3. Roles of the Individual Officer and Director
4. Committees on the Board of Directors
5. The Business Judgment Rule
6. Selection and Compensation of Executives
7. Monitoring and Compliance Duties
8. Expansion of Oversight and Monitoring Duties
9. Exculpation and Indemnification from Liabilities for Breach
of Fiduciary Duties
10. Shareholder Derivative Claims
11. Related Party Transactions
12. Competing for Business Opportunities
13. Introduction to Business Combinations
14. Insider-Led Buyouts and “Going Private”
15. Third-Party Takeover Offers and Bids
16. Shareholder Primacy and Twenty-First-Century Federal Protections
17. Election of Directors and Federal Regulation of the Proxy Process
18. Market Initiatives
19. Corporate Charity and Social Responsibility
20. Environmental, Social, and Governance
21. Corporate Diversity, Equity, and Inclusion

Table of Cases
Table of Statutes, Rules, and Regulations
Table of Secondary Authorities
Index