Like its predecessors, the Eighth Edition of this casebook is based on the proposition that the best approach to teaching corporation law is to present students with a variety of problems that practitioners face, together with legal material relevant to their solution. This is supplemented with readings designed to give the student an understanding of the conceptual and policy issues that are influencing the evolution of the law.

The first half of the book introduces basic business concepts essential to understanding business law including risk, valuation, and accounting. It presents problems relating to corporate formation, financing, and organization; the role of the corporation in society; the role of the corporate lawyer; and piercing the corporate veil. The second half of the book is devoted primarily to an analysis of fiduciary duties.

It includes much new material dealing with the rapidly-evolving area of corporate governance, including executive compensation, shareholder voting, and the relationship between state and federal corporate and securities laws. Recognizing its growing importance as the preferred organizational form for many businesses, the Eighth Edition adds new material dealing with the limited liability company.