Corporations - An Open Source Casebook | Brian JM Quinn | November 04, 2013

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Corporations - An Open Source Casebook

Original Creator: Brian JM Quinn Current Version: Brian JM Quinn Show/Hide

This playlist is intended to be used as a “virtual” casebook for an introductory corporations class. This virtual casebook is an experiment using the H20 platform of Harvard's Berkman Center. This casebook can be printed and used in a hard copy form, or students can read and access the cases and materials online.

The materials in this casebook follow a format that is familiar to a student in any of my previous corporations classes. The materials start with an extended focus on the concepts of agency. Then we turn to the Delaware corporate code. While the various conceptual approaches to the corporate law are extremely interesting and important, it is critical that law students master the code. Consequently, after an introduction to the concepts of agency, we will focus on the Delaware code. Although we could study the Model code or the Massachusetts code, for most corporate lawyers, the Delaware corporate law will be central to their practice.

Beyond the code, Delaware has a very deep corporate common law. It is in the corporate common law that the courts have developed the law of corporate fiduciary duties. It is through fiduciary duties that the corporate law attempts to regulate the relationship between shareholders and the corporation, between managers and the corporation, as well as the relationships of controlling shareholders and minority shareholders.

Fiduciary duties are tested most often in the context of corporate takeovers. The corporate takeover materials in this casebook attempt to highlight the most important issues in takeover situations as well as the court's doctrinal efforts to mitigate the transaction costs that arise in these situations.

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  1. 1 Show/Hide More Direct and Derivative Suits
    Original Creator: Brian JM Quinn Current Version: Brian JM Quinn

    This playlist is intended to be used as a “virtual” casebook for an introductory corporations class. This virtual casebook is an experiment using the H20 platform of Harvard's Berkman Center. This casebook can be printed and used in a hard copy form, or students can read and access the cases and materials online.

    The materials in this casebook follow a format that is familiar to a student in any of my previous corporations classes. The materials start with an extended focus on the concepts of agency. Then we turn to the Delaware corporate code. While the various conceptual approaches to the corporate law are extremely interesting and important, it is critical that law students master the code. Consequently, after an introduction to the concepts of agency, we will focus on the Delaware code. Although we could study the Model code or the Massachusetts code, for most corporate lawyers, the Delaware corporate law will be central to their practice.

    Beyond the code, Delaware has a very deep corporate common law. It is in the corporate common law that the courts have developed the law of corporate fiduciary duties. It is through fiduciary duties that the corporate law attempts to regulate the relationship between shareholders and the corporation, between managers and the corporation, as well as the relationships of controlling shareholders and minority shareholders.

    Fiduciary duties are tested most often in the context of corporate takeovers. The corporate takeover materials in this casebook attempt to highlight the most important issues in takeover situations as well as the court's doctrinal efforts to mitigate the transaction costs that arise in these situations.

    1. 1.1 Show/Hide More DGCL Sec. 327
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Derivative Suits
    2. 1.3 Show/Hide More Tooley v. Donaldson Lufkin, & Jenrette, Inc.
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Test for determining whether shareholder litigation is direct or derivative.
    3. 1.4 Show/Hide More Gentile v. Rossette
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Because there are important procedural hurdles to bringing a derivative suit, it oftentimes becomes an important point of contention between the parties whether the particular litigation is direct or derivative. This case is an example of that in action.
  2. 2 Show/Hide More Demand and Demand Futility
    Original Creator: Brian JM Quinn Current Version: Brian JM Quinn

    This playlist is intended to be used as a “virtual” casebook for an introductory corporations class. This virtual casebook is an experiment using the H20 platform of Harvard's Berkman Center. This casebook can be printed and used in a hard copy form, or students can read and access the cases and materials online.

    The materials in this casebook follow a format that is familiar to a student in any of my previous corporations classes. The materials start with an extended focus on the concepts of agency. Then we turn to the Delaware corporate code. While the various conceptual approaches to the corporate law are extremely interesting and important, it is critical that law students master the code. Consequently, after an introduction to the concepts of agency, we will focus on the Delaware code. Although we could study the Model code or the Massachusetts code, for most corporate lawyers, the Delaware corporate law will be central to their practice.

    Beyond the code, Delaware has a very deep corporate common law. It is in the corporate common law that the courts have developed the law of corporate fiduciary duties. It is through fiduciary duties that the corporate law attempts to regulate the relationship between shareholders and the corporation, between managers and the corporation, as well as the relationships of controlling shareholders and minority shareholders.

    Fiduciary duties are tested most often in the context of corporate takeovers. The corporate takeover materials in this casebook attempt to highlight the most important issues in takeover situations as well as the court's doctrinal efforts to mitigate the transaction costs that arise in these situations.

    1. 2.1 Show/Hide More Aronson v. Lewis
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
    2. 2.2 Show/Hide More Rales v. Blasband
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Demand and demand futility standards
    3. 2.3 Show/Hide More Guttman v. Huang
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
    4. 2.4 Show/Hide More Beam v. Stewart
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
    5. 2.5 Show/Hide More Spiegel v. Buntrock
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Effect of making demand on the board and the standard of review on reviewing a board's decision to refuse demand.
    6. 2.6 Show/Hide More Brehm v. Eisner
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Pleading requirements in derivative suits and application of Aronson.
  3. 3 Show/Hide More Special Litigation Committees
    Original Creator: Brian JM Quinn Current Version: Brian JM Quinn

    This playlist is intended to be used as a “virtual” casebook for an introductory corporations class. This virtual casebook is an experiment using the H20 platform of Harvard's Berkman Center. This casebook can be printed and used in a hard copy form, or students can read and access the cases and materials online.

    The materials in this casebook follow a format that is familiar to a student in any of my previous corporations classes. The materials start with an extended focus on the concepts of agency. Then we turn to the Delaware corporate code. While the various conceptual approaches to the corporate law are extremely interesting and important, it is critical that law students master the code. Consequently, after an introduction to the concepts of agency, we will focus on the Delaware code. Although we could study the Model code or the Massachusetts code, for most corporate lawyers, the Delaware corporate law will be central to their practice.

    Beyond the code, Delaware has a very deep corporate common law. It is in the corporate common law that the courts have developed the law of corporate fiduciary duties. It is through fiduciary duties that the corporate law attempts to regulate the relationship between shareholders and the corporation, between managers and the corporation, as well as the relationships of controlling shareholders and minority shareholders.

    Fiduciary duties are tested most often in the context of corporate takeovers. The corporate takeover materials in this casebook attempt to highlight the most important issues in takeover situations as well as the court's doctrinal efforts to mitigate the transaction costs that arise in these situations.

    1. 3.1 Show/Hide More Zapata Corp. v. Maldonado
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Special litigation committees and control over derivative litigation in later stages.
    2. 3.2 Show/Hide More In re Oracle Corp. Derivative Litigation
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Special litigation committee
  4. 4 Show/Hide More 220 Actions and Tools at Hand
    Original Creator: Brian JM Quinn Current Version: Brian JM Quinn

    This playlist is intended to be used as a “virtual” casebook for an introductory corporations class. This virtual casebook is an experiment using the H20 platform of Harvard's Berkman Center. This casebook can be printed and used in a hard copy form, or students can read and access the cases and materials online.

    The materials in this casebook follow a format that is familiar to a student in any of my previous corporations classes. The materials start with an extended focus on the concepts of agency. Then we turn to the Delaware corporate code. While the various conceptual approaches to the corporate law are extremely interesting and important, it is critical that law students master the code. Consequently, after an introduction to the concepts of agency, we will focus on the Delaware code. Although we could study the Model code or the Massachusetts code, for most corporate lawyers, the Delaware corporate law will be central to their practice.

    Beyond the code, Delaware has a very deep corporate common law. It is in the corporate common law that the courts have developed the law of corporate fiduciary duties. It is through fiduciary duties that the corporate law attempts to regulate the relationship between shareholders and the corporation, between managers and the corporation, as well as the relationships of controlling shareholders and minority shareholders.

    Fiduciary duties are tested most often in the context of corporate takeovers. The corporate takeover materials in this casebook attempt to highlight the most important issues in takeover situations as well as the court's doctrinal efforts to mitigate the transaction costs that arise in these situations.

    1. 4.1 Show/Hide More DGCL Sec. 220
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Inspection of Books and Records
    2. 4.2 Show/Hide More Seinfeld v. Verizon Communications Inc.
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Sec 220 – stockholder inspection rights
    3. 4.3 Show/Hide More Louisiana Municipal Police Employees Retirement System v. Morgan Stanley
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Using 220 books and records demand to build facts to support derivative litigation. Also, the role of litigation demand and demand refusal.
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November 04, 2013

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