Business Enterprises—Legal Structures, Governance, and Policy

Business Enterprises: Legal Structure, Governance and Policy, Cases, Materials, and Problems contains material sufficient to educate an emerging lawyer to function in general business law practice in a transactional or advocacy-oriented setting. It provides comprehensive coverage of state and federal law and policy governing the legal structures through which business is conducted in the United States, principally including unincorporated and incorporated business entities, and covers foundational issues relating to agency and entity formation, corporate finance, internal governance, and legal liability to third parties.

Business Enterprises: Legal Structure, Governance and Policy, Cases, Materials, and Problems also covers fundamental state and federal rules governing corporate transactions and litigation and, in its final chapter, touchstone issues relating to the role of legal counsel in representing business enterprises. Importantly, the book focuses on privately held entities and also provides comprehensive coverage of the basics of public company theory, policy, law, and practice. Each chapter in the book begins with a title and a narrative that covers an introductory point or otherwise sets the stage for the materials that follow. Consideration is given to both legal analysis and practice issues. A number of chapters include significant descriptions of applicable theory and policy as framing devices for the chapter contents.

The materials in each chapter were selected to afford impressive coverage of business law basics (including, for example, fundamental corporate finance and takeover nomenclature and other information necessary to an understanding of transactional business law). Law review articles, glossaries, charts, and textual citations to statutes and other materials supplement the standard fare of case law. Moreover, in key areas of study, the text allows for a comparison of laws and practices in other countries with those of the United States. These parts of the book are especially important, since more and more students must handle international contracts, transactions, or cases in the early years of their practice. To reinforce key principles and analysis, the book includes notes and problems that permit the integration of concepts and foster applied skills.

This new edition of Business Enterprises: Legal Structure, Governance and Policy, Cases and Materials, and Problems, like the previous editions published in 2009 and 2012, has been carefully edited to enable instructors to teach most or all of the included topics and materials in a single-semester, four-credit-hour offering. Specifically, the third edition selectively adds new topics and materials, and updates the law in key areas—including by incorporating relevant references to the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Jumpstart Our Business Startups (JOBS) Act.