Alan R. Palmiter

Jeffrey D. Bauman

Elliott J. Weiss

Updated to reflect changing trends and new judicial developments, Corporations: Law and Policy, Materials and Problems exposes students to the richness and complexity of corporate law, with carefully crafted and painstakingly edited cases. The book's organization reflects the growing importance, doctrinally and structurally, of the business judgment rule. Each chapter includes a problem for class discussion, many of which place students in the role of corporate planners and allow instructors to highlight the real-world impact of doctrinal uncertainty concerning the scope of the director's duty of care. The fifth edition includes updated emphasis on the corporation as a set of rules meant to resolve intra-corporate conflicts and protect investor/creditor expectations. The book also provides expanded treatment of the role of institutional shareholders and outside directors in corporate governance; the debate surrounding state-chartering competition and the prominence of Delaware in U.S. corporate law; the duties of controlling shareholders; and SEC rules and Sarbanes-Oxley provisions affecting corporate disclosures and insider-trading duties.

Materials and Problems

Corporations Law and Policy

Sustainable Corporations offers synthesized readings from law, management, philosophy, psychology, sociology, even biology – written by academics, journalists, business people, poets, bloggers, scientists, even religious leaders. The book focuses on the elusive “sustainable corporation” and is designed for an upper-level course sequenced after the basic Corporations course. Features of this Edition: Unlike many law texts, the book is meant to be absorbed in a sequential swoop as the concepts build on each other. The book, developed over the course of 10 years, has been used by law students, MBA students, graduate sustainability students, even undergraduate students – in both the US and Europe. The book can be used in a concentrated four-week course, an eight-week course, or a typical 14-week course. The book is meant to take professors and students on a journey from point A to point Z. It begins with a fresh look at U.S. corporate law, then moves to consider the US corporation’s unsustainable design, next describes the movement toward a focus on the Triple Bottom Line, then turns to proposals to redesign the corporation’s legal DNA, and finally offers a fundamental rethinking of the corporation. Professors and students will benefit from: The book’s main feature is its sequential design: (1) basics of US corporate law; (2) the corporation’s unsustainable design; (3) the Triple Bottom Line (ESG) movement; (4) proposals to redesign the corporation; (5) a deep rethinking of the corporation. Each chapter begins with a chapter overview, includes heavily edited readings from a variety of sources, features regular explanatory “break-out boxes, and offers end-of-chapter concluding thoughts (essays, poems, stories, fables, riddles). The book has its own website that includes the following materials for use by students (also available in Casebook Connect): online lectures, recommended videos (TED talks, interviews, documentaries, etc.), suggested YouTube music videos (from Hendrix Star-Spangled Banner to Dolly Parton Working Nine to Five), student research papers.

Sustainable Corporations

Bringing transparency to a sometimes opaque subject, Alan R. Palmiter uses straightforward introductions And The proven-effective Examples & Explanations pedagogy to provide a clear and complete overview of federal securities regulation topics. Now in its Fourth Edition, this trusted Examples & Explanations title supplies: coverage of the key concepts of securities regulation, including: public offerings exemptions from registration liability in securities offerings materiality securities fraud, insider trading, SEC enforcement, and cross-border regulation the proven-effective Examples & Explanations pedagogy that combines straightforward introductions with well-written examples and explanations that apply concepts, reinforce learning, and test understanding of material covered a building-block organization that explains basic concepts first (such as securities markets, federal/state regulation, disclosure philosophy), then explores these concepts in greater detail examples drawn from newsworthy events, such as: public offerings by Google and Microsoft the roles of lawyers and accountants in Enron insider trading by Martha Stewart fraud litigation involving Parmalat coverage that traces the topics in most of the leading casebooks Updated throughout and with many new examples, The Fourth Edition features: recent Supreme Court rulings: Tellabs v. Makor Issues & Rights Merrill Lynch v. Dabit Dura Pharm. v. Broudo updated new SEC rules, including the public offering rules additional charts and diagrams Edition after edition, Alan R. Palmiter is the authority your students can rely on to present a clear and current picture of the entire Securities Regulation landscape. an author website to support classroom instruction using this title is available at www.wfu.edu/~palmitar/Books/SRegE&E .

Examples and Explanations

Securities Regulation

Examples & Explanations: Corporations is a practical and straightforward guide that has won enduring popularity by demystifying corporate law for students with no business background. Through clear introductions and visual aids, students are able to grasp the rules of corporate law and apply them in context, using the examples. A leading study guide in corporate law for over 15 years, Examples & Explanations: Corporations, now in its Sixth Edition, features: the time-tested and class-proven Examples & Explanations pedagogy —clear introductions are followed by questions in the form of examples (or hypos), followed by full and lucid explanations with analysis thorough coverage that tracks topics typically covered in a corporations or business organizations class statutes and cases presented in context examples that illustrate the intersection of law and business —and highlight the differences between the Model Business Corporation Act and Delaware law sensible organization that outlines the principal legal themes of corporate law helpful visual aids, such as tables and diagrams student-friendly writing style that neatly unpacks the intricacies of corporate law and requires no business background from the reader Updated throughout, The Sixth Edition includes: new cases on shareholder proxy access new developments in executive compensation new examples of institutional shareholder activism new cases on duty of good faith, The direct/derivative distinction, inspection rights, And The definition of independent director continuing coverage of Sarbanes-Oxley revised examples drawn from social responsibility and alternative energy business models Students struggling to understand corporate law will get more out of their casebook assignments and classroom experience if you steer them toward the help they need. Alan R. Palmiter’s Examples & Explanations: Corporations is the leading study guide in this area—an authoritative, timely, and student-friendly aid to a more complete understanding of basic coverage, now in its Sixth Edition .

Alan R. Palmiter

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