Author Description

The Seventh Edition continues the organizational structure of previous editions, using problems as the vehicle for analyzing the legal and conceptual issues in corporate law. The early chapters introduce the student to issues of risk, the role of the corporation in society and the role of the corporate lawyer. Subsequent chapters cover the formation, financing and organization of the corporation. They also introduce students to basic accounting and valuation concepts. The second half of the book is devoted primarily to fiduciary duties and the relationship between state corporate law and the federal securities laws. This edition has extensively reorganized the material in the last edition dealing with executive compensation and shareholder initiatives including voting, the nomination of directors, the use of bylaws as a corporate governance device. The new chapters are designed to take account of new developments in Delaware and SEC law and the interrelationship between them in these areas.