Cox and Eisenberg's Corporations and Other Business Organizations, Statutes, Rules, Materials, and Forms, 2020
This compilation contains statutes, rules, materials, and forms affecting conventional business corporations, benefit corporations, flexible purpose corporations, general partnerships, limited liability partnerships, limited partnerships, limited liability limited partnerships, and limited liability companies. In addition to the Delaware statutes for corporations and LLCs as well as the 2016 updated Model Business Corporations Act, select provisions from other states are included to provide a rich array of comparative approaches. The most recent ISS Guidelines that pertain to a wide range of corporate governance issues are included as well as disclosure and governance guidelines of the New York Stock Exchange. The materials provide recent interpretive guidance on important corporate issues from the SEC. The materials also include Illustrative documents such as an 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, and a poison pill rights plan. The materials are expertly arranged by leading scholars in the field and are intended for law school study. The 2020 supplement is several hundred pages shorter than previous editions as the authors have eliminated the Rules and Regulations of the Securities Act of 1933. They made this change as the now omitted provisions are not the regular fare of the business organization class; they have, however, carried forward the federal regulatory material that is central to areas studied in all business organization courses.