Carolina Academic Press

This new edition retains the two organizing themes of the prior editions: that an underlying theory of the corporation is necessary to resolve any difficult questions in corporate law and that those difficult questions revolve around the tension between fiduciary obligation and contract principles that form the basis of corporate law. In addition to updating the materials presented in the second edition, the authors, including new author Jeffrey Haas, have completely streamlined and reorganized those materials in order to make learning and teaching easier. Specific changes in the third edition include: the addition of an enhanced chapter on derivative securities; the presentation within a single chapter of all materials on convertible securities; an expanded yet more focused chapter on mergers and acquisitions; and the addition of substantive materials on asset-backed securitization.

“[A]n eminently teachable and up-to-date collection of cases, readings and provocative problems…” — Professor Leon Lebowitz, The University of Texas School of Law, on the first edition