Bainbridge's Advanced Corporation Law: A Practical Approach to Corporate Governance, 2d

New book purchase includes complimentary digital access to the eBook and digital resources.

Corporate governance has been much in the news in recent years and lawyers are devoting increasing amount of attention to it. The passage of major federal legislation in 2002 (the Sarbanes-Oxley Act a.k.a. SOX) and 2010 (the Dodd-Frank Act) were particularly important developments, generating much new law and, as a result, much new legal work. Curiously, however, the law school casebook market has largely ignored these trends.

Corporate governance is regulated by many of the same laws covered in the basic Business Associations course, but increasingly is also regulated by laws—such as SOX and Dodd-Frank—that get short shrift in the typical Business Associations casebook and course. In contrast, those laws are the core focus of the text.

In addition to the pertinent laws, the book brings into play sources such as stock exchange listing standards and the rules issued by the Public Company Accounting Oversight Board and similar quasi-governmental bodies. Importantly, however, lawyers practicing in the corporate governance space must be knowledgeable not only about the law but also best practice. The text therefore makes frequent references to best practice advice drawn from sources such as law firm client memoranda.

The second edition comprehensively updates the text to reflect recent developments, including: the status of California’s board diversity legislation; new Caremark cases, including Marchand v. Barnhill and In re McDonald’s Shareholder Deriv. Litig. as principal cases; SEC releases dealing with the pay versus performance disclosure rules and the universal proxy card; and Coster v. UIP Cos., Inc., as a new principal case.

The casebook includes a comprehensive set of online multiple-choice questions that assess student understanding.