Description

Cases and Materials on Corporations 9th Edition John C. Coffee

ISBN 9781543804430

Renowned for its intellectual depth, comprehensive coverage, and esteemed authorship, Cases and Materials on Corporations remains a cornerstone resource for teaching both public and closely held corporations. The Ninth Edition continues the book’s tradition of academic excellence while integrating timely developments that reflect the evolving landscape of corporate law.

The casebook opens with a robust introductory chapter that clearly defines the core attributes of the corporate form—limited liability, perpetual existence, centralized management, and transferability of shares. This chapter also introduces a thematic framework that situates corporate law within a broader social and economic context, focusing on the corporation’s responsibilities to shareholders, employees, and the wider community.

New to the Ninth Edition:

• The revised introduction addresses the renewed national focus on racial equity and systemic discrimination. It highlights the longstanding debate between shareholder primacy and stakeholder governance models, contextualizing this discussion with recent state and Nasdaq initiatives to increase racial and gender diversity on corporate boards. Updated data accompanies this material.
• A new section introduces the public benefit corporation—a hybrid business form that merges profit-seeking goals with public interest missions and is now authorized in most states.
• Expanded treatment of Caremark-style “mission critical” oversight liability, exploring a new line of Delaware cases that examine directors' duties in highly regulated industries and open the door to monetary liability for failures of oversight.
• Updates on Supreme Court jurisprudence, including key decisions such as Lorenzo and Omnicare, and a continued exploration of the unsettled boundaries of insider trading law.
• Enhanced coverage of shareholder voting and proxy contests, including the growing influence of activist hedge funds and their impact on corporate governance.
• A substantially updated chapter on mergers and acquisitions, focusing on both friendly and hostile takeovers. The chapter tracks evolving Delaware jurisprudence, spotlighting a notable tension between the Chancery Court and the Supreme Court over the proper balance of authority between boards and shareholders.
• Discussion of the evolving role of activist investors in shaping the modern M&A landscape.

Key Features and Benefits:

• Comprehensive Coverage: Offers rich content on both public and closely held corporations, enabling flexible teaching across a wide range of topics.
• Classic Pedagogy: Combines carefully edited cases, statutory excerpts, scholarly commentary, problems, and questions to facilitate interactive and analytical learning.
• Contextual Framework: Presents corporate law as a dynamic field influenced by societal, investor, and institutional forces.
• Practice-Relevant Content: Prepares students to engage with contemporary corporate law debates and regulatory developments.

Whether you're introducing foundational doctrines or exploring emerging theories and practices, this edition provides instructors and students with a challenging, nuanced, and highly teachable resource.

Cases and Materials on Corporations 9th Edition John C. Coffee
ISBN 9781543804430 & 978-1543804430