Overview

Sophisticated yet accessible, O Kelley/Thompson balances economic and legal theory with a flexible organization, popular case selection, and engaging problems. Features: New cases on the power of shareholders to amend bylaws, an issue that is reshaping the role of shareholders in corporate governance. A series of short case studies on key topics, including the removal of staggered boards, majority voting, and say on pay. Discussion of the new business form the so-called benefit corporation. The chapter on limited liability companies, which already has the most innovative treatment among major casebooks of how these entities are different from the corporate form, now includes expanded coverage of the back and forth between the Delaware courts and the Delaware legislature as to what should be the default rule as to fiduciary duty in LLCs. A significant 2013 Court of Chancery opinion in the MFW Shareholders Litigation case, and a related 2012 Delaware Supreme Court case, Americas Mining Corp. v. Theriault, are highlighted in expansive notes following the Cox Communications opinion. The MFW Shareholder Litigation decision is on appeal to the Delaware Supreme Court, and the new material is designed to anticipate that decision and prepare the way for teachers to present up-to-date coverage of this important decision.

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9781454837626

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