Corporations - An Open Source Casebook, (2014 Edition)(2014)
AbstractThis playlist is intended to be used as a “virtual” casebook for an introductory corporations class. This virtual casebook is an experiment using the H20 platform of Harvard's Berkman Center. This casebook can be printed and used in a hard copy form, or students can read and access the cases and materials online. The materials in this casebook follow a format that is familiar to a student in any of my previous corporations classes. While the materials in this casebook start with the Delaware corporate code, we will start with an online course covering the basic concepts of Agency as well as an online course covering the basic concepts of Partnership. Students should plan to complete both of these courses, including the accompanying quizzes in Canvas, by the date set forth in the syllabus. Then we turn to the Delaware corporate code. While the various conceptual approaches to the corporate law are extremely interesting and important, it is critical that law students master the code. Although we could study the Model code or the Massachusetts code, for most corporate lawyers, the Delaware corporate law will be central to their practice. Beyond the code, Delaware has a very deep corporate common law. It is in the corporate common law that the courts have developed the law of corporate fiduciary duties. It is through fiduciary duties that the corporate law attempts to regulate the relationship between shareholders and the corporation, between managers and the corporation, as well as the relationships of controlling shareholders and minority shareholders. Fiduciary duties are tested most often in the context of corporate takeovers. The corporate takeover materials in this casebook attempt to highlight the most important issues in takeover situations as well as the court's doctrinal efforts to mitigate the transaction costs that arise in these situations.
Citation InformationBrian JM Quinn. "Corporations - An Open Source Casebook, (2014 Edition)" (2014)
Available at: http://works.bepress.com/brian_quinn/46/