Corporations and Other Business Organizations

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This compilation is designed to provide students with essential statutory provisions, rules, materials, and forms affecting conventional business corporations and other business organizations, and to give students a hand's-on grasp of some of the tools with which lawyers and other professionals work in these areas. The materials are expertly arranged by leading scholars in the field and are intended for law school study. They include complete or selected provisions of state and federal statutes and rules; the Third Restatement of Agency; the ALI's Principles of Corporate Governance, together with selected Comments; selected forms; and other materials. The Delaware statutes for corporations and LLCs, among others, as well as the Model Business Corporation Act and select provisions from other states provide a rich array of comparative approaches. This edition also includes the recent SEC staff guidance on shareholder proposals for consideration in the company's proxy statement. Illustrative documents such as an LLC operating agreement, a forum selection bylaw, a proxy form, the Johnson & Johnson no-action materials regarding arbitration bylaws, a governance agreement entered into with an activist investor, a poison pill rights plan, and a negotiated no-shop and fiduciary out provision will assist students' understanding of the practical application of corporate and business law.