Business Organizations PDF
Preview Business Organizations
Business Organizations 2 EDITORIAL ADVISORS Rachel E. Barkow Segal Family Professor of Regulatory Law and Policy Faculty Director, Center on the Administration of Criminal Law New York University School of Law Erwin Chemerinsky Dean and Distinguished Professor of Law Raymond Pryke Professor of First Amendment Law University of California, Irvine School of Law Richard A. Epstein Laurence A. Tisch Professor of Law New York University School of Law Peter and Kirsten Bedford Senior Fellow The Hoover Institution Senior Lecturer in Law The University of Chicago Ronald J. Gilson Charles J. Meyers Professor of Law and Business Stanford University Marc and Eva Stern Professor of Law and Business Columbia Law School James E. Krier Earl Warren DeLano Professor of Law The University of Michigan Law School Tracey L. Meares Walton Hale Hamilton Professor of Law Yale Law School Richard K. Neumann, Jr. Professor of Law Maurice A. Deane School of Law at Hofstra University Robert H. Sitkoff John L. Gray Professor of Law Harvard Law School David Alan Sklansky 3 Stanley Morrison Professor of Law Stanford Law School Faculty Co-Director Stanford Criminal Justice Center 4 5 Copyright © 2017 CCH Incorporated. All Rights Reserved. Published by Wolters Kluwer in New York. Wolters Kluwer Legal & Regulatory U.S. serves customers worldwide with CCH, Aspen Publishers, and Kluwer Law International products. (www.WKLegaledu.com) No part of this publication may be reproduced or transmitted in any form or by any means, electronic or mechanical, including photocopy, recording, or utilized by any information storage or retrieval system, without written permission from the publisher. For information about permissions or to request permissions online, visit us at www.WKLegaledu.com, or a written request may be faxed to our permissions department at 212-771-0803. To contact Customer Service, e-mail [email protected], call 1-800-234-1660, fax 1-800-901-9075, or mail correspondence to: Wolters Kluwer Attn: Order Department PO Box 990 Frederick, MD 21705 eISBN 978-1-4548-8797-3 Library of Congress Cataloging-in-Publication Data Names: Ramseyer, J. Mark, 1954- author. Title: Business organizations / J. Mark Ramseyer, Harvard Law School. Description: Second edition. | New York : Wolters Kluwer, [2017] Identifiers: LCCN 2016052007 | ISBN 9781454876625 Subjects: LCSH: Business enterprises—Law and legislation—United States. | LCGFT: Textbooks. Classification: LCC KF889.R28 2017 | DDC 343.7307—dc23 LC record available at https://lccn.loc.gov/2016052007 6 About Wolters Kluwer Legal & Regulatory U.S. Wolters Kluwer Legal & Regulatory U.S. delivers expert content and solutions in the areas of law, corporate compliance, health compliance, reimbursement, and legal education. Its practical solutions help customers successfully navigate the demands of a changing environment to drive their daily activities, enhance decision quality and inspire confident outcomes. Serving customers worldwide, its legal and regulatory portfolio includes products under the Aspen Publishers, CCH Incorporated, Kluwer Law International, ftwilliam.com and MediRegs names. They are regarded as exceptional and trusted resources for general legal and practice-specific knowledge, compliance and risk management, dynamic workflow solutions, and expert commentary. 7 Dedicated to the kind soul in the UCLA law school class of 1988 who wrote on her (his?) teaching evaluation, “Ramseyer seems like a nice guy. He obviously tries really hard. Maybe someday he’ll be a good teacher. I’m just sorry I had to be part of the learning experience.” 8 Summary of Contents Contents Preface Acknowledgments CHAPTER 1 Agency CHAPTER 2 Partnership CHAPTER 3 Implications of the Corporate Form CHAPTER 4 Corporate Fiduciary Duties CHAPTER 5 Insider Trading CHAPTER 6 Corporate Control (I) CHAPTER 7 Corporate Control (II) CHAPTER 8 Mergers and Acquisitions Appendix Self-Study Table of Cases Index 9 Contents Preface Acknowledgments CHAPTER 1 Agency I. Agents A. Simple Cases 1. Introduction 2. Agents and Non-agents 3. Servants and Independent Contractors 4. Non-agent Independent Contractors B. Not-So-Simple Cases II. Authority A. Introduction B. Actual Authority 1. Actual Express 2. Actual Implied C. Apparent Authority D. Examples E. Mill Street F. Inherent Agency Power G. Ratification 1. Some Examples 2. The Law H. Estoppel 1. Introduction 2. Some Examples III. Tort Liability A. Introduction B. Respondeat Superior C. Who Is a Servant? 1. A Simple Example 2. Contrasting Gas Stations D. The Franchise Puzzle 1. Why Control? 2. Why Franchise? 10
The list of books you might like
