Author Description

This is a law school casebook suitable for courses on corporations, business organizations, and the like. I have aimed to make it modern, accessible, practical, and affordable. Key features include: Coverage of agency, partnership, corporations, and LLCs. Up-to-date treatment of corporate law, including: Delaware's seismic enactment in March 2025 of Senate Bill 21, amending DGCL §§ 144 & 220; key cases/events leading up to SB 21, including coverage of Tornetta v. Musk, In re Match Group, Tripadvisor, and "DExit"; the Moelis decision and the Delaware General Assembly's response (amending DGCL § 122); and Coster v. UIP, folding Schnell and Blasius into Unocal. Full treatment of the classic cases. Enough coverage of adjacent business-law subjects—e.g., corporate finance; accounting; debtor-creditor law; and the ‘34 Act and other regulatory legislation—to enrich students' understanding of enterprise organization law "proper" while also laying a foundation for deeper study of those subjects. Brief but important treatment of nonprofit corporations—sufficient to analyze, for example, the ongoing governance convulsions at OpenAI—as well as cooperatives and federal corporations. Contemporary issues and examples throughout. All cases thoroughly edited for conciseness and clarity.