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This textbook embodies the conviction that theoretical and
practical legal education are complementary and no more so than in
the setting of M&A transactions, where corporate lawyers are
regularly called upon to draw on their substantive knowledge of the
law to advise clients on how best to effectuate their business
objectives. Accordingly, this book includes the most significant
case law in M&A jurisprudence while also making heavy use of
textual explication, sample agreement provisions, and the latest
teaching methods to deepen and assess students' understanding of
the relevant subject matter and prepare them for practice. The
authors employ three principal pedagogical methods: Questions help
students focus on information in the cases that is most relevant to
the principles underlying specific topic areas. Problems hone
students' abilities to interpret and apply the material to novel
situations similar to those they might be asked to analyze in
practice. Skills exercises provide time-efficient transactional
skills training to students in the context of M&A.
Additionally, this title is accompanied by online self-assessment
quizzes, tied to the text, that further help students gauge their
understanding of the material.
Delaware is the state of incorporation for almost two-thirds of the
Fortune 500 companies, as well as more than half of all companies
listed on the New York Stock Exchange, NASDAQ, and other major
stock exchanges. This gives Delaware a seemingly unchallengeable
position as the dominant producer of US corporate law. In recent
years, however, some observers have suggested that Delaware's
competitive position is eroding. Other states have long tried to
chip away at Delaware's position, and recent Delaware legal
developments may have strengthened the case for incorporating
outside Delaware. More importantly, however, the federal government
is increasingly preempting corporate governance law. The
contributors to this volume are leading academics and practitioners
with decades of experience in Delaware corporate law. They bring
together a variety of perspectives that collectively provide the
reader with a broad understanding of how Delaware achieved its
dominant position and the threats it faces.
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