Commentaries and Cases on the Law of Business Organization, Seventh Edition

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Extraordinary authorship adds a unique real-world perspective to Commentaries and Cases on the Law of Business Organization. Logical and flexible organization allows for chapters to be taught in any order to accommodate alternative teaching approaches. Completely revised, the new edition integrates the 2024 and 2025 Amendments to the Delaware General Corporation Law. Rich commentary in the form of explanatory notes facilitates teaching and understanding. Careful case selection and editing presents both classic and important recent cases. An economic-analysis perspective is made accessible through clear and consistent explanatory text. Examples, hypos, and diagrams illustrate conceptual and theoretical models. The text can easily be used in a Business Organization course with a focus on corporate law. The Teacher’s Manual includes detailed guidance for structuring the course, case analyses, and answers to questions raised in the book.

New to the 7th Edition:

• Revisions in multiple chapters to explain far-reaching consequences of the 2024 and 2025 amendments to the DGCL, including their implications for corporate governance, liability risks of directors and controlling shareholders, and plaintiffs’ access to corporate books and records.
• Revisions that leave classic cases to illustrate the fundamental elements of entity law such as agency, fiduciary duty, and the concept of a legal entity itself but explain how they are tailored by contract.
• The partnership chapter juxtaposes classical partnerships with contractual entities (e.g., LLCs, LPs). The follow-on chapter on the corporate form portrays the swift repudiation of the Moelis decision as a new breach of the border between corporate and contractual entities.
• Revisions to the chapter on corporate fundamentals including new commentary on interstate competition for corporate charters, as a few prominent companies have pointedly announced plans to leave Delaware.
• An updated chapter on corporate voting to extend the discussion of institutional investors and asset managers (alternatively hedge funds and index funds); note recent changes in SEC rules on proxy advisory firms; and address possible changes in shareholder proposals, particularly ESG related proposals, in these unsettled times.
• Updated and revised discussion on the duty of loyalty, corporate purpose, and public benefit corporations. Revisions throughout the book reflect the growing importance of private equity.
• Updated and revised discussions in a number of chapters including developments related to Caremark duties and compliance programs, creditor protection, judicial review of executive compensation (e.g., Tornetta v. Musk), the regulation of shareholder litigation including attorneys’ fees, and insider trading.
• Revised treatment of independent board committees in negotiating and defending conflicted transactions, meeting Caremark obligations, and defending derivative suits. While case law under the 2025 amendments is lacking, we comment on what will survive and what may not. (e.g., the Marchand decision).
• A revised and updated chapter on Mergers & Acquisitions and the current status of deal litigation; appraisal actions; and fair value determinations along with developments in fiduciary duty class actions related to freeze out mergers, particularly in light of the 2025 amendments to the DGCL referenced above.
• Extensive revisions to the Chapter on corporate control contests including an assessment of how far the 2025 amendments affect the established law of antitakeover defenses; updated discussions on Corwin and its progeny (such as Morrison, PLX, and Mindbody) as well as on the recent cases on voting in corporate control contests such as the Coster decisions and Kellner.

Professors and student will benefit from:

• Extensive commentary, particularly on Delaware corporate law but also including references to the law in other states and foreign jurisdictions.
• A coherent conceptual structure, which emphasizes the unique characteristics of fiduciary law as well the basic agency conflicts that underlie corporate law.
• Tightly edited cases that encourage careful reading, which are followed by questions that invite focused discussion and highlight themes that unify the field across seemingly different contexts and legal problem areas.