Closely Held Business Organizations: Cases, Materials, and Problems

Abstract

This casebook is the only casebook on the market to provide a comprehensive study of the law of closely held business organizations. Because closely held businesses far outnumber publicly held ones, law students should be prepared to deal with the wide-ranging issues that closely held businesses present. In addition, the book contains a supplementary chapter on publicly held businesses for those who wish to cover those topics.

The book begins with agency law and introduces the principal theme that runs through the entire book: fiduciary obligation and how that obligation varies according to the form of enterprise involved, the parties’ agreements, and the surrounding circumstances. Traditional partnership law follows, and then the law of corporations, with an emphasis on minority shareholders’ vulnerability to oppression. The book then moves to the limited partnership, the limited liability partnership, and the LLC. The LLC coverage is extensive and provides ample fodder for statutory analysis. Fiduciary duty issues and the danger of minority oppression are given special emphasis.

The casebook is accompanied by a Statutory Supplement (updated annually) that contains the statutes and restatements referred to in the notes and questions. The Teacher’s Manual for this casebook is comprehensive and designed to be as user-friendly as possible. It provides summaries of all the principal cases, the authors’ answers to (or thoughts relating to) all questions raised, and commentary by the authors on subjects raised by the notes. The authors will provide an annual casebook supplement covering recent caselaw and statutory developments to those who adopt the book, and will make it available to others.

Keywords: Business Organizations, agency, partnership, corporations, LLC