Ragazzo's Closely Held Business Organizations: Cases, Materials, and Problems, 4th

This is still the most comprehensive business organizations casebook to focus on closely held businesses. The casebook retains complete chapters on Corporations, as well as on the law of agency and the hybrid forms of business organization, including Partnerships, Limited Partnerships, and Limited Liability Companies. The casebook also contains a chapter on issues more closely associated with publicly held business organizations, since many instructors include these materials in a basic course on business organizations. The principal change in the new edition is the change in focus of the chapters on Partnerships, Limited Partnerships, and Limited Liability Companies. These chapters will now be based on the latest versions of the Uniform Law Commission’s (“ULC”) uniform statutes for these types of organizations, which are part of the ULC’s harmonization project. These chapters have also been updated to include the latest case law developments. The Corporations chapter considers important changes in the Model Business Corporation Act, Delaware statutory and case law, as well as changes in the corporate law of other jurisdictions, including: (a) Delaware statutory and case law governing contracts between a corporation and a controlling stockholder that are designed to preserve the stockholder’s control after an initial public offering; (b) state law diversity requirements with respect to board composition; (c) developments in the law governing the oversight responsibilities of directors; (d) case law regarding the compensation packages of controlling shareholders; and (e) Delaware developments regarding the demand requirement for derivative suits. Finally, the chapter related to publicly held corporations has been updated to include case law developments, as well as changes in the federal securities laws.