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 Duty of Care
    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 Aronson v. Lewis
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Statement of the Business Judgment Rule
    2. 1.2 Show/Hide More Kamin v. Am. Express
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
    3. 1.3 Show/Hide More Williams v. Geier
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Board decisions to amend the certificate of incorporation and business judgment protection.
    4. 1.4 Show/Hide More Smith v. Van Gorkom
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      The Duty of Care in the context of a corporate acquisition
    5. 1.6 Show/Hide More Malpiede v. Townson
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Effect of 102(b)(7) provisions on litigation
  2. 2 Show/Hide More Duty of Loyalty
    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 Gantler v. Stephens
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
    2. 2.2 Show/Hide More Dweck v. Nasser
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      How does the duty of loyalty play out in the context of corporate officers and directors.
    3. 2.3 Show/Hide More Entire Fairness
      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. 2.3.1 Show/Hide More Weinberger v. UOP, Inc.
        Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
        Entire Fariness (Fair price and fair dealing)
    4. 2.4 Show/Hide More Interested Director Transactions - 144(a)
      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. 2.4.1 Show/Hide More Sutherland v. Sutherland
        Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
        The role of 144 in providing a safe harbor for interested director transactions.
      2. 2.4.2 Show/Hide More Fliegler v. Lawrence
        Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
        144 – interested director transactions
    5. 2.5 Show/Hide More Corporate Opportunity Doctrine
      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. 2.5.1 Show/Hide More Broz v. Cellular Info. Systems Inc.
        Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
        Corporate Opportunity Doctrine
    6. 2.6 Show/Hide More Duty of Good Faith
      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. 2.6.1 Show/Hide More Oversight Claims
        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. 2.6.1.1 Show/Hide More Stone v. Ritter
          Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
    7. 2.7 Show/Hide More Duty of Candor
      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. 2.7.1 Show/Hide More Stroud v. Grace
        Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
        Duty of Candor and disclosure obligations under the DGCL
  3. 3 Show/Hide More Corporate Waste
    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 Seinfeld v. Slager
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      1. Executive compensation and waste claims.
      2. Do boards face some liability for failure to minimize taxes?
      3. Business judgment
    2. 3.2 Show/Hide More In Re The Goldman Sachs Group, Inc. Shareholder Litigation
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Waste and the Waste Standard
      Notes:
      Steiner v. Meyerson, Del. Ch., C.A. No. 13139, Allen, C. (July 18, 1995), Mem. Op. at 2, 1995 WL 441999. As Chancellor Allen observed in Steiner, supra at p. 11:</p> waste theory represents a theoretical exception to the statement very rarely encountered in the world of real transactions. There surely are cases of fraud; of unfair self dealing and, much more rarely negligence. But rarest of all — and indeed like Nessie [of Loch Ness fame], possibly non existent — would be the case of disinterested business people making non fraudulent deals (non-negligently) that meet the legal standard of waste!
  4. 4 Show/Hide More Fiduciary Duties of Parents and Subs
    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.

  5. 5 Show/Hide More Settlements and D&O Insurance
    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. 5.1 Show/Hide More In RE Celera Corporation Shareholder Litigation
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Settlements and standards for voluntary settlements of shareholder litigation
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November 04, 2013

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