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 Statutory Mergers
    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 251
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
    2. 1.2 Show/Hide More DGCL Sec. 253
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
    3. 1.3 Show/Hide More DGCL Sec. 259
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
    4. 1.4 Show/Hide More DGCL Sec. 261
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
  2. 2 Show/Hide More Appraisal Rights
    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 DGCL Sec. 262
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
    2. 2.2 Show/Hide More Weinberger v. UOP, Inc.
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Fair value standard in appraisal proceedings
  3. 3 Show/Hide More Asset Sales
    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 DGCL Sec. 271
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
    2. 3.2 Show/Hide More DGCL Sec. 275
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Dissolution Procedure
  4. 4 Show/Hide More Board Obligations in the Takeover Context
    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 Unocal Corp. v. Mesa Petroleum Co.
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Intermediate standard: when a board unilaterally adopts defensive measures in response to a perceived threat to its corporate policy or effectiveness, those decisions will be subject to a preliminary review (the intermediate standard) before the court determines whether to subject those decisions to deferential business judgment or the more exacting entire fairness standard.
    2. 4.2 Show/Hide More Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc.
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Obligations to maximize shareholder return in the short term.
    3. 4.3 Show/Hide More Paramount Communications, Inc. v. Time, Inc.
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Board obligations in the context of a takeover.
    4. 4.4 Show/Hide More Paramount Communications, Inc. v. QVC Network, Inc.
      Original Creator: Brian JM Quinn Current Version: Brian JM Quinn
      Contours of the board's obligations under Revlon to maximize shareholder value in the short term.
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November 04, 2013

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