A Short & Happy Guide to Business Organizations 2nd Edition by David Epstein, ISBN-13: 978-1647083731

A Short & Happy Guide to Business Organizations 2nd Edition by David Epstein, ISBN-13: 978-1647083731

[PDF eBook eTextbook]

• Publisher: ‎ West Academic Publishing; 2nd edition (July 9, 2020)
• Language: ‎ English
• 251 pages
• ISBN-10: ‎ 1647083737
• ISBN-13: ‎ 978-1647083731

“Short and Happy”? This book is indeed “short” – much shorter than any other student guide. The reason is that other student guides are written to help your students understand their business associations/organizations course, to get them through 42 or 56 class hours. This student guide is different. It is written to help your students understand final exam questions – to get them through a 3 or 4 hour exam. Rather than teaching students how cases and concepts are applied in the real world, this book teaches them how cases and concepts need to be applied in the “unreal” world of law school exams. This is the book to read after students have spent the semester working on law review (Or was it clinic? Or client counseling competitions? Or Kundalini yoga? Or shape note singing?) instead of Business Associations.

Table of Contents:

Acknowledgments
First Word
Part 1. Fundamentals of All Business Organizations
Chapter 1. What You Need to Know About Agency
1. Where Does Agency Law Come from?
2. When Does an Agency Relationship Exist?
3. What Is the Relevance of Agency Law to Liability on Contracts?
4. What Is the Relevance of Agency Law to Liability for Torts?
5. What Are the Duties That an Agent Owes to His Principal?
Chapter 2. What You Need to Know About Financial Statements
1. What Is a Balance Sheet?
2. What Is an Income Statement a/k/a Earnings Statement?
3. What Is a Cash Flow Statement?
Chapter 3. What You Need to Know About Your Course Title
1. What Is a Sole Proprietorship?
2. What Are the Forms of Business Associations/‌Organizations?
3. What Are the Sources of the Laws Governing Business Associations/Organizations?
Part 2. Partnerships
Chapter 4. What You Need to Know About the Legal Attributes of a Partnership
1. Why Is a Partnership Generally Considered an “Entity”?
2. Why Is a Partnership Sometimes Considered an “Aggregate” and Not an “Entity”?
Chapter 5. What You Need to Know About Starting a Partnership
1. How Do You Determine Whether a Business Is Structured as a Partnership?
2. What Is the Importance of a Partnership Agreement?
3. What Are Partners’ Accounts?
Chapter 6. What You Need to Know About Operating a Business as a Partnership
1. First: Who Can Incur Debts for a Partnership?
2. Second: Who Is Liable for a Partnership’s Debts to Third Parties?
3. Third: Who Makes Decisions for the Partnership?
4. Fourth: What Are the Legal Duties of a Partnership’s Decision-Makers?
4.1. What Do You Need to Know About a Partner’s Duty of Care?
4.2. What Do You Need to Know About a Partner’s Duty of Loyalty?
4.3. Why Is “Good Faith and Fair Dealing” Much Less Important?
4.4. What Is the Importance of Language in the Partnership Agreement in Determining a Partner’s Legal Duties?
Chapter 7. What You Need to Know About a Partnership’s Adding New Partners
1. Who Determines Whether a New Partner Can Be Added?
2. What Are the Debt Obligations of a New Partner?
Chapter 8. What You Need to Know About Partners’ Making Money
1. When Is a Partner Entitled to a Salary?
2. How and When Do Partners Share in the Partnership’s Profits?
3. What Can a Partner Sell Their Interest to Third Parties?
Chapter 9. What You Need to Know About Dissociation
1. What Is Dissociation?
2. What Are the Legal Consequences of Dissociation?
3. What Are the Differences Between the Power to Dissociate and the Right to Dissociate?
4. What Is the Relationship and Possible Lack of Relationship Between Dissociation and Dissolution?
Chapter 10. What Do You Need to Know About Partnership Dissolution?
1. What Other than a Partner’s Withdrawal Can Affect a Dissolution of the Partnership?
2. What Are the Effects of Partnership Dissolution on the Operation of the Partnership?
3. What Are the Effects of Partnership Dissolution on Creditors of the Partnership?
4. What Are the Effects of Partnership Dissolution on the Partners?
5. What Is the Possible Relationship Between Partnership Dissolution and a Partner’s Breach of Her Fiduciary Duty?
Part 3. Corporations
Chapter 11. What You Need to Know About the Legal Attributes of a Corporation
1. Why Is It Important That a Corporation Is a Legal “Person”?
2. What Is the State of Incorporation?
3. What Is the Legal Importance of State of Incorporation?
3.1. How Is a “Foreign Corporation” Different from a “Domestic Corporation”?
3.2. What Is the Importance of the “Internal Affairs” Doctrine?
4. Why Do People Starting Businesses Choose to Incorporate in Delaware?
5. What Is the Importance of Federal Statutes in a Business Associations/Business Organizations Course?
Chapter 12. What You Need to Know About Starting a Corporation
1. Who Are Promoters and What Legal Problems Do They Create?
2. What Is Required to Create a Corporation?
3. What Are Classes of Stock?
4. How Is “Ultra Vires” Tested and What Is It?
5. What Is “Authorized Stock”?
6. What Is a “De Jure Corporation”?
7. What Is a “De Facto Corporation”?
8. What Is Corporation by Estoppel?
9. What Do You Need to Know About Bylaws?
Chapter 13. What You Need to Know About Who Is Liable for a Corporation’s Debts
1. How Does a Corporation Become Indebted to Third Parties?
2. Who Is Liable for a Corporation’s Debts to Third Parties?
3. What Are the Eight Things That You Need to Know About Piercing the Corporate Veil?
4. How Is Enterprise Liability Both Similar to and Different from Piercing the Corporate Veil?
Chapter 14. What You Need to Know About a Corporation’s Issuance of Stock
1. What Is an Issuance of Stock?
2. What Is the Difference Between Authorized Stock and Issued Stock?
3. What Is “Par Value”?
4. What Is Dilution?
5. What Are Preemptive Rights?
Chapter 15. What You Need to Know About the Role of Shareholders in Running a Corporation
1. When Can Shareholders Inspect Corporate Records?
2. When Do Shareholders Vote?
3. When Shareholders Vote, Who Has the Right to Vote?
3.1. What Is the “Record Owner as of the Record Date”?
3.2. What Is a “Proxy,” and How Much of the Law Relating to Proxies Is Covered in a Basic Business Associations/Business Organizations Course?
4. How Do Shareholders Vote?
4.1. How Is a Quorum Determined?
4.2. What Is Cumulative Voting?
4.3. What Is a Voting Trust?
4.4. How Is a Voting Agreement Different from a Voting Trust?
Chapter 16. What You Need to Know About the Role of Directors and Officers in Running a Corporation
1. What Do Corporate Statutes Provide About the Role of the Board of Directors?
2. What Do Corporate Statutes Provide About the Role of an Individual Director?
3. What Does a Board of Directors Actually Do?
4. Why Is It Important to Determine Whether a Person Who Is Both a Shareholder and a Director Is Acting in Her Role as Director or in Her Role as a Shareholder?
5. What Is a Shareholder Agreement (and Why Is It Being Covered in This Chapter on the Role of the Board of Directors)?
Chapter 17. What You Need to Know About the Legal Obligations of Directors to the Corporation
1. What Is the Basis for the Legal Obligations of Directors to the Corporation?
2. What Are the Three Primary Sources That Affect the Directors’ Legal Obligations to the Corporation?
3. What Are the Primary Legal Obligations of Directors to a Corporation?
4. What Facts Trigger Directors’ Duty of Care Issues?
5. What Does the Delaware General Corporation Law and the Articles of Incorporation of a Delaware Corporation Say About the Duty of Care?
6. What Does the MBCA and Articles of Incorporation of an MBCA State Corporation Say About the Duty of Care?
7. What Is the Business Judgment Rule and How Should the Business Judgment Rule Be Used in Answering Exam Questions About the Merits of a Board of Directors’ Decision?
8. Can the Board of Directors Breach Its Duty of Care by Carelessly Making a Decision?
9. Can a Board of Directors Breach Its Duty of Care by Failing to Supervise the Corporation’s Compliance with Laws and Regulations and Other Actions of the Corporation’s Officers and Employees?
10. What Facts Suggest That a Director Has Breached Her Duty of Loyalty to the Corporation?
11. Can a Delaware Corporation’s Certificate of Incorporation or an MBCA Act State Corporation’s Article of Incorporation Eliminate a Director’s Liability for (1) Usurping a Corporate Opportunity, (2) Entering into an Interested Director Transaction, or (3) Competing with the Corporation?
12. What Does Delaware Corporate Law on Usurping a “Corporate Opportunity” Add to Meinhard v. Salmon?
13. What Does the American Law Institute’s Principles of Corporate Governance Provisions on Corporate Opportunity Add to Meinhard v. Salmon?
14. What Are “Interested Director Transactions” and How Do the MBCA and the Delaware General Corporation Statute Deal with “Interested Director Transactions”?
15. What Is Not Obvious About the Legal Consequences of a Director’s Competing with Her Corporation?
16. What Does “Good Faith” Add to a Director’s Duty of Care and Duty of Loyalty?
Chapter 18. What You Need to Know About the Law of Shareholder Derivative Actions
1. What Factors Determine Whether a Lawsuit Initiated by Shareholders Should Be Treated as a Shareholder Derivative Action or a Direct Action?
2. Who Wins in a Shareholder Derivative Action?
3. What Are the Special Procedural Requirements for Commencing and Ending a Shareholder Derivative Lawsuit?
4. What Is the Role of a Special Litigation Committee?
Chapter 19. What You Need to Know About How Insurance, Indemnification, and the Articles of Incorporation Protect a Director from Bearing the Financial Consequences of Breach of Fiduciary Duty
1. What Is the Law Governing Director and Officer Insurance?
2. Why Are the Three Statutory Categories of Indemnification Important?
3. How Do the Articles of Incorporation Further Protect a Director from Bearing the Financial Consequences of Her Breach of Fiduciary Duty?
Chapter 20. What You Need to Know About Dividends and Other Distributions to Shareholders
1. How Does a Corporation’s Paying Cash Dividends Affect Its Balance Sheet?
2. What Determines Whether a Corporation Can Pay Cash Dividends to Its Shareholders?
3. Who Decides Whether Cash Dividends Will Be Paid?
4. To Whom Does the Corporation Pay Cash Dividends?
5. What Is the Difference Between Cash Dividend and “Distribution”?
Chapter 21. What You Need to Know About Close Corporations
1. What Is a Close Corporation?
2. How Do Courts Protect Minority Shareholders of a Close Corporation?
3. Which Previously Considered Corporate Law Concepts Are Applicable Only to Close Corporations?
Chapter 22. What You Need to Know About Federal Securities Laws for a Basic Business Associations/ Organizations Course
1. How Does Rule 10b–5 Come into Play When a Person Makes a False or Misleading Statement in Connection with a Stock Transaction?
1.1. Materiality
1.2. Reliance
1.3. Scienter
2. How Did the Texas Gulf Sulphur Case Expand the Application of Rule 10b–5 to “Insider Trading”?
3. How Did Post-Texas Gulf Sulphur Supreme Court Decisions in Chiarella and Dirks Narrow the Impact of Rule 10b–5 on Trading with Inside Information?
4. How Does the O’Hagan “Misappropriation Theory” Expand the Insider Trading Application of Rule 10b–5?
5. How Do Federal Securities Laws Affect a Corporation’s Issuance of Stock in a Public Offering?
6. What Does the Term “Registered Corporation” Mean?
7. How Much Does a Student in a Basic Business Associations/Organizations Class Have to Know About the Federal Proxy Rules?
8. How Does Section 16(b) of the 34 Act Discourage Insider Trading?
Chapter 23. What You Need to Know About Mergers and Acquisitions for a Basic Business Associations/ Organizations Course
1. What Is a Merger?
2. What Are the Legal Effects of a Merger?
3. Who Has to Approve a Merger?
4. What if a Shareholder Is Unhappy with the Proposed Plan of Merger?
5. How Does a Corporation’s Selling All (or Substantially All) of Its Assets to Another Corporation Differ from That Corporation’s Merging into Another Corporation?
5.1. Continued Existence of Acme Corp.
5.2. Rights of Acme Corp.’s Creditors
5.3. Rights of Shareholders
6. What Is the De Facto Merger Concept?
7. How Is a Tender Offer Different from a Merger or Asset Sale?
Part 4. Limited Partnership
Chapter 24. What You Need to Know About Limited Partnerships
1. What Is a Limited Partnership?
2. What Is Limited Partnership Law?
3. What Are the Legal Problems in Starting a Business as a Limited Partnership?
4. Who Makes Decisions for the Limited Partnership?
5. Who Is Liable for the Debts of a Limited Partnership?
6. What Are the Duties of Partners and Limited Partners to the Limited Partnership?
7. What Can the Owners of a Limited Partnership Sell?
8. What Are the Differences Between a Limited Partnership and a Limited Liability Partnership?
Part 5. Limited Liability Companies
Chapter 25. What You Need to Know About Limited Liability Companies
1 If LLCs Are So Important, Why Is the Part of the Book on LLCs So Short?
2. What Law Governs LLCs?
3. What Are the Legal Steps in Starting an LLC?
4. Who Makes Decisions for a Business Structured as an LLC?
5. Who Is Liable for an LLC’s Debts?
6. Who Owes Fiduciary Duties to an LLC?
7. What Can the Owners of an LLC Sell?
8. What Do You Need to Know About Dissociation by an LLC Member?
Last Words

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