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Business Organizations Law in Focus, Third Edition

  • Deborah E. Bouchoux
  • Christine Sgarlata Chung
Series / Focus Casebook Series
Teaching Materials
Table of contents

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Business Organizations Law in Focus, Third Edition, provides a thorough introduction to the key attributes, advantages, and disadvantages of every form of for-profit business organization in the United States, including: partnerships, limited liability companies, and corporations. The practice-oriented approach of the Focus Casebook Series elucidates the legal and practical aspects of business organizations through real-world scenarios that provide numerous opportunities for students to apply theory to practice and solidify their understanding of key concepts. Clear exposition and Case Previews support independent learning and focus case analysis.

New to the Third Edition:

  • Significantly more editing of cases with an eye towards making case excerpts shorter and more accessible to students.
  • New cases in Chapters 1 and 2 that address veil piercing, the creation of an agency relationship, agent authority, and principal liability in a manner that is (more) accessible to students.
  • Expanded coverage of LLCs in Chapter 12, including a newly-added cases and related exercises addressing the primacy of the operating agreement in LLC governance and LCC dissolution standards
  • New cases and exercises in Chapter 9 highlighting the new universal test for demand futility under Rule 23.1 (the Zuckerberg case) and the continued evolution of Delaware's Caremark corporate monitoring and oversight doctrine
  • A newly-added Delaware Supreme Court case in Chapter 10 in which shareholders of AmerisourceBergen--one of the world's leading wholesale distributors of opioid painkillers--sought to exercise their inspection rights under DGCL Section 200 to investigate whether the firm had engaged in wrongdoing in connection with the distribution of opioids
  • A newly-added case in Chapter 7 addressing preferred stock attributes and the relationship between common stock and preferred stock.
  • Additional and expanded references to Model Business Corporation Act (MBCA) standards across Chapters 8, 9, and 10
  • Updated coverage of the proxy system and proxy regulation, securities offering rules and regs, and developments in insider trading law
  • New and/or updated cases and "spotlight" sections that address a variety of timely issues, including "unicorns" (start-up businesses with a valuation of at least $1 billion), so-called "shadow" trading, claims involving opioid manufacturers, and corporate governance matters involving #MeToo claims.

Professors and students will benefit from:

  • Features that engage students in applying theory to practice, such as Real Life Applications, Application Exercises, and Applying the Concepts.
  • Experiential exercises on drafting documents and preparing appropriate filings.
  • An overview in Chapter One of the various forms of business organization and their key attributes, advantages, and disadvantages.
  • An emphasis on contemporary principal cases and issues that resonate with today's students and fuel class discussion.
  • Clear exposition of legal principles, so students can absorb assigned reading on their own, and professors don't have to explain it from the lectern in class.
  • Attention to legal ethics and rules of professional responsibility that commonly arise in the representation of business entities.
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About the authors
Deborah E. Bouchoux
Georgetown University

Deborah E. Bouchoux is a licensed attorney with more than twenty-five years of experience in legal education. She has taught at various universities, including the University of San Diego, Marymount University, and George Washington University. For the past 15 years, she has been an instructor in the Paralegal Studies Program at Georgetown University in Washington, D.C., where she teaches a variety of subjects, including Legal Research and Writing, Advanced Writing Seminar, and Business Organizations. Her publications include the following texts: * emLegal Research and Writing for Paralegalsem * emBusiness Organizations for Paralegalsem * emFundamentals of Business Organizations for Paralegalsem * emIntellectual Property for Paralegalsem * emProtecting Your Company’s Intellectual Propertyem * emCite Checker: A Hands-On Guide to Citation Formem * emCite-Mateem (a guide to citation form) * emThe Practical Paralegal: Strategies for Successem * emAspen Handbook for Legal Writersem Ms. Bouchoux has spoken on a variety of legal topics at private law firms, Fortune 500 companies, and various government agencies, including the Department of Justice, Immigration and Naturalization Service, and the U.S. Tax Court. She is a frequent speaker for the National Capital Area Paralegal Association and has been nominated for its Annual Recognition Award. Ms. Bouchoux was in private practice for more than twenty years, practicing in the fields of corporate and intellectual property law and served as in-house counsel for a technology company in northern Virginia. Ms. Bouchoux graduated magna cum laude with her B.A. in American Studies from San Diego State University and summa cum laude with her J.D. from Santa Clara University School of Law.

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Third Edition
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Business Organizations
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