This book gives students taking the introductory course in business associations a succinct but reliable overview of the principal legal issues that arise in business relationships over the life cycle of the business. The book explains the basic concepts that govern these relationships and provides specific examples of how they apply. It also explains similarities and dissimilarities in the business associations covered. Finally, the book considers the background and interests in the course of the students. The book is intended to help students understand the course whether their background is in accounting or music.

This book is written as a review for students taking the first course in business organizations. The author emphasizes explanation, focusing on explaining the basic concepts covered in class, providing a business and practice context for those concepts, and showing how the concepts are consistent, and sometimes inconsistent with each other. The book is organized around the life cycle of a business, beginning with the choice of business structure, ending with the choices of possible "end-games" for the business and its owners, and covering the common legal issues in running and growing a business.

Business Associations: A Systems Approach is the first Business Associations casebook organized by function (decision-making, finance, investor litigation, investment transfer, etc.) instead of by entity type (partnerships, corporations, LLCs, etc.). Functional organization avoids repetition and makes full coverage of corporations, partnerships, LLCs, and limited partnerships possible in a four-, or even three-, credit course. The systems approach is the basis for several successful casebooks in other fields, most notably LoPucki, Warren and Lawless’s Secured Transactions: A Systems Approach. The approach focuses on the actions of the lawyers, businesspeople, and government administrators who apply law rather than merely on abstract law. Business Associations: A Systems Approach provides hundreds of realistic, fact-rich problems in legal practice settings. Students apply their new knowledge of law and how the systems work to advise hypothetical clients. The cases are recent, heavily edited, and rarely longer than five pages. Professors and students will benefit from: Full coverage of agency, corporations, partnerships, LLCs, limited partnerships and the role of legal entities in society Tables, figures, photos, and one cartoon Fundamental documents for Facebook and a hypothetical LLC (BKG Catalina) and operating agreement, which are also integrated into the text and problems Cleanly edited, easy-to-read cases Recent cases that illustrate modern business practices and reflect current law Organization by function, which reduces the repetition required in organization by entity type Modular organization, allowing the chapters to be taught in any order An approach that any kind of entity could be made to work like any other. Other books teach what kinds of entities to use in what situations. Fact-rich, realistic problems in practice settings An introductory assignment that provides an overview of the course Clear and direct examples and explanations, free of jargon and idioms that cause difficulty for students from other cultures. Great for LL.M.s, MJSs and foreign J.D.s! A detailed glossary

"Business organizations casebook which organizes coverage by business function and integrating coverage of the different business entities"--

In short, uncomplicated chapters, this volume walks readers through business organizations--sole proprietorships, partnerships, LLCs, and corporations (including not-for-profits)--from formation to dissolution. The essential elements of ways to do business are explored through examples of articles, agreements, resolutions and a state-specific chart of statutes. It includes drafting tips, checklists, and essentials of how to form, operate, maintain, merge or dissolve business organizations. Basic Concepts of Agency. Types of Business Organizations. The Sole Proprietorship. The General Proprietorship. The Limited Partnership. The Registered Limited Liability Partnership. The Corporation. Creation of the Corporation. Getting Underway. Shareholders and Shares. Directors and Officers. Operation of the Corporation. Dissolution of the Corporation. The Limited Liability Company. Changes in Corporate Structure. The Corporate Paralegal. Ethics.

Business Organizations Law in Focus, Second Edition provides a thorough introduction to the key attributes, advantages, and disadvantages of every form of for-profit business organization in the United States, including: partnerships, limited liability companies, and corporations. The practice-oriented approach of the Focus Casebook Series elucidates the legal and practical aspects of business organizations through real-world scenarios that provide numerous opportunities for students to apply theory to practice and solidify their understanding of key concepts. Clear exposition and Case Previews support independent learning and focus case analysis. New to the Second Edition: Significantly more editing of cases with an eye towards making case excerpts shorter and more accessible to students. Expanded coverage of LLCs in Chapter 12, including a newly added case and related exercises addressing the primacy of the operating agreement in LLC governance and 2019 case and associated exercises highlighting LCC dissolution standards. Newly-added cases and exercises in Chapter 9 highlighting the continued evolution of Delaware’s Caremark corporate monitoring and oversight doctrine, including references to the Delaware Supreme Court’s recent decision in Marchand v. Barhill, 212 A.3d 805, 809 (Del. 2019) reversing the dismissal of Caremark claims against an ice cream manufacturer over allegedly persistent food safety issues, and the Chancery Court’s decision in Clovis Oncology, Inc. Derivative Litig., C.A. No. 2017-0222-JRS, 2019 WL 4850188 (OCT. 1, 2019) denying a motion to dismiss Caremark claims involving allegedly “serial non-compliance” with FDA protocols and regulations having to do with drug approval. An additional case in Chapter 10 that asks whether the “disrespectful and unfairly disproportionate treatment of a female shareholder by the male majority in a closely held corporation constitutes corporate oppression” pursuant to New York Business Corporation Law § 1104-a (a)(1). A new case in Chapter 10 in which shareholders of AmerisourceBergen—one of the world’s leading wholesale distributors of opioid painkillers—sought to exercise their inspection rights under DGCL § 200 to investigate whether the firm had engaged in wrongdoing in connection with the distribution of opioids. Additional and expanded references to Model Business Corporation Act (MBCA) standards across Chapters 8, 9, and 10, including expanded references to MBCA standards concerning director conflicting interest transactions, the corporate opportunity doctrine, and the MBCA’s universal demand rule for derivative actions. A new case in Chapter 3 addressing duties of loyalty and candor in the partnership context that invokes the Meinhard v. Salmon standard in a manner that is more accessible to students. Updated coverage of the proxy system and proxy regulation, securities offering rules and regs, and developments in insider trading law. New cases and “spotlight” sections that address a variety of timely issues, including “unicorns” (start-up businesses with a valuation of at least $1 billion), claims involving opioid manufacturers, and corporate governance matters involving #MeToo claims. Professors and students will benefit from: Features that engage students in applying theory to practice, such as Real-Life Applications, Application Exercises, and Applying the Concepts. Experiential exercises on drafting documents and preparing appropriate filings. An overview in Chapter One of the various forms of business organization and their key attributes, advantages, and disadvantages. An emphasis on contemporary principal cases and issues that resonate with today’s students and fuel class discussion. Clear exposition of legal principles means students can absorb assigned reading on their own, and professors don’t have to explain it from the lectern in class. Attention to attorney ethical issue and rules that commonly arise in the representation of business entities. The online ascii art generator can convert text to multiline text boxes. Try it now.