Eisenberg and Whitehead's Corporations and Other Business Organizations, Statutes, Rules, Materials, and Forms, 2025-2026

This compilation is designed to provide students with essential statutory provisions, rules, materials, and forms affecting 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 the complete Delaware Business Corporation Act; the Complete Model Business Corporation Law, including most of the Official Comments; extensive selections from the California Corporations Code and New York Business Corporation Law; and selected provisions from a number of other state corporation and federal securities laws; complete or selected provisions of state and federal statutes and rules, including the most recent SEC staff guidance on shareholder proposals in a company’s proxy statement; the Third Restatement of Agency; the ALI’s Principles of Corporate Governance, together with selected Comments; selected forms; and other materials. Illustrative documents such as the ABA Model 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.