Business Associations: Agency, Partnerships and Corporations, 6th Edition

Adopted in more than 100 schools, Business Associations, Agency, Partnerships and Corporations provides an overview of this important area of law. Significant changes in the fifth edition include the addition of recent cases, a new chapter on limited liability corporations (LLCs), and improved pedagogical flow. Co-author Stephen Bainbridge, who uses Microsoft PowerPoint in his class, has agreed to share his Business Associations PowerPoint slides with adopters of the Klein, Ramseyer & Bainbridge casebook.
The sixth edition of the case book is now available. The changes made in this sixth edition of our casebook are modest in comparison to those made in the fifth edition. In particular, there are no sweeping organizational changes in this edition. At the same time, however, there have been a number of important developments and interesting new cases since the prior edition; these changes are reflected in the present edition. As usual, our guiding principle is to keep the book as lean as possible, while also keeping it as up-to-date as possible, and not overloading long-time users with unnecessary changes.
Chapter 1: We’ve replaced the old Billops case on apparent agency with Miller v. McDonald’s, which we believe offers better facts and a clearer explanation of the law. Otherwise, the changes in this chapter consist of minor tweaks and edits.
Chapter 2: Moren ex rel. Moren v. JAX Restaurant is a nice short case that usefully fleshes out the material on what constitutes the “ordinary course of partnership business.” Disotell v. Stiltner replaces the old Monin case in the section on partnership dissolution. It adds useful new material on the rights of partners in the winding up process. Chapter 3: Roman Catholic Archbishop of San Francisco v. Sheffield has been included in place of the old Kinney v. Polan case. We believe Sheffield offers entertaining facts and provides an excellent opportunity for exploring the wide world of organizations beyond the simple business corporation. We’ve added In re Oracle Corp. Derivative Litigation to the section on the demand requirement. It seems to us to provide a useful opportunity to discuss the question of when directors are deemed independent. Because the independence of directors is a critical issue in a number of corporate law doctrines, we thought it important to take note of this important development.
Chapter 4: Minor tweaks and edits.
Chapter 5: This chapter has more significant changes than any of the others. We’ve added a substantial note following Brehm v. Eisner updating the status of the Walt Disney-Ovitz shareholder litigation. At the end of Section 2.A, we’ve added a new problem on the duty of loyalty. We have expanded the material on corporate opportunities with the addition of the very interesting eBay case, as well as several questions relating to the rather odd corporate opportunity issue raised in Beam ex rel. Martha Stewart Living Omnimedia, Inc. v. Stewart. Conversely, we deleted the note on ALI § 5.05, to bring this section into line with our general policy of focusing on cases rather than the ALI Principles. We have replaced the Monsanto case on the definition of a security with Robinson v. Glynn, which is shorter, involves a more typical type of transaction (sale of an LLC membership interest), and offers a clearer exposition of the law. Finally, we deleted Pommer v. Medtest from the material on Rule 10b-5 and Kern County Land Co. v. Occidental Petroleum Corp. from the material on Section 16(b) (although the latter still is briefly discussed in the notes on that section).
Chapter 6: The principal change in this Chapter is the addition of Haley v. Talcott to the section on dissolution. Haley involves an LLC, which made it particularly attractive in light of our effort to expand coverage of that important organizational form. In addition, the case presents some nice planning issues.
Chapter 7: The major change in this chapter is the substitution of the Delaware Supreme Court’s decision in Omnicare v. NCA Healthcare for the Delaware Chancery Court’s decision in Ace Ltd. v. Capital Re Corp.
Chapter 8: Minor tweaks and edits.

Annual Statutory Supplement For Use With This And Other Business Associations Casebooks.

Business Associations: Statutes and Rules Stephen M. Bainbridge, William A. Klein, J. Mark Ramseyer
	This is a statutory supplement that includes statutes and rules relevant to all business entities. Suitable for use with all textbooks and casebooks for such courses. Purchase at West Academic

Additional Study Aids

Business Organization and Finance William A. Klein, John C. Coffee Jr.

An authoritative introduction to the law, the Foundation Press Concepts and Insights Series offers law students concise, conceptual overviews of important areas of law, as written by leading scholars. Students reap the benefit of the authors’ expert opinions, insight, and experience, with illustrative case studies, case notes, and examples. The paperback texts also contain thought-provoking questions designed to generate classroom discussion and hone students' legal reasoning. Klein and Coffee's Business Organization and Finance, Legal and Economic Principles, 9th explains the basic economic elements and legal principles of business organization and finance. Purchase at West Academic

Securities Law: Insider Trading Stephen M. Bainbridge

Presenting the history, richness, and texture of important areas of law, the Foundation Press Turning Point Series enables law students to see beyond black letter law. Bainbridge’s Securities Law: Insider Trading illustrates the development of securities/insider trading law, with selected cases and in-depth explanations. Professor-recommended, the Foundation Press Turning Point Series supplements classroom discussion and assist students in better understanding a crucial topic. Purchase at West Academic

Mergers and Acquisitions Stephen M. Bainbridge

This law school textbook is designed for advanced business law courses, such as Mergers & Acquisitions or Corporate Finance, with a primary emphasis on corporate and securities law issues. The text has a strong emphasis on the doctrinal issues taught in today’s Mergers & Acquisitions classes, and also places significant emphasis on an economic analysis of the major issues in such a course. Purchase at West Academic

Corporation Law and Economics Stephen M. Bainbridge

Corporations classes present students with two related problems: First, many students have trouble understanding the cases studied because they do not understand the transactions giving rise to those cases. Second, Corporations classes at many law schools are taught from a law and economics perspective, which many students find unfamiliar and/or daunting. Yet, with few exceptions, corporate law treatises and other study aids have essentially ignored the law and economics revolution. Purchase at West Academic

Agency, Partnership and Limited Liability Companies Stephen M. Bainbridge

The emergence of the limited liability company has kindled renewed interest in unincorporated business associations among legal scholars. This revival was further stimulated by the multiple revisions made to the Uniform Partnership Act in the 1990s. By lending new intellectual respectability to the study of unincorporated business associations, these developments stimulated the supply side of the curricular equilibrium. Courses on unincorporated business associations have thus sprung up at many law schools. A number of very fine casebooks compete for that market, including one co-edited by the author of this volume. This text is intended to provide students taking a course in unincorporated business associations with a reader-friendly, highly accessible overview of the law and economics of unincorporated business associations. In addition, students taking a basic course in corporations or business associations may find this volume helpful as a more expansive treatment of the law of agency, partnership, and limited liability companies. The text does not shy away from bringing theory to bear on doctrine. While the text has a strong emphasis on the doctrinal issues taught in today’s unincorporated business associations classes, it also places significant emphasis on providing an economic analysis of the major issues in that course. Agency, Partnership and Limited Liability Companies thus offers not only with an overview of the black letter law of unincorporated business associations, but also a unifying method of thinking about the subject. Using a few basic tools of law and economics — such as price theory, game theory, and the theory of the firm literature — the reader will come to see the law in this area as the proverbial “seamless web.” Purchase at West Academic

Foundation Press

395 Hudson Street | New York, NY 10014
www.foundation-press.com | Toll Free 1.877.888.1330 | Fax 212.367.6799