Epstein, Freer, Roberts, and Shepherd’s Business Structures 5th Edition By David Epstein, Ricahrd Freer, Michael Roberts, George Shepherd
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Epstein, Freer, Roberts, and Shepherd’s Business Structures 5th Edition By David Epstein, Ricahrd Freer, Michael Roberts, George Shepherd

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Pages
518
File size
4.23 MB
Format
Digital PDF
Course
Law
Category
eBook[PDF]
About this ebook
Epstein, Freer, Roberts, and Shepherd's Business Structures (5th Edition) is an introductory legal casebook designed around the chronological life-cycle of a business entity. Co-authored by a business school professor, it balances fundamental legal principles with the practical financial and commercial context necessary to manage real-world business associations. [1, 2]
The primary core topics and overarching thematic divisions covered in the 5th edition include:
1. Agency Principles
  • Fiduciary Duties: Rights and liabilities between principals, agents, and third parties.
  • Contractual Liability: Concepts of express, implied, apparent, and inherent authority.
  • Tort Liability: Application of respondeat superior and scope of employment.
2. Forms of Business Entities (Starting a Business)
  • Sole Proprietorships: Legal simplicity and individual liability exposure.
  • Partnerships: Formation, management defaults, and personal liability under the Uniform Partnership Act (UPA/RUPA).
  • Limited Liability Companies (LLCs): Operating agreements, flexibility, and pass-through taxation rules.
  • Corporations: The incorporation process, articles of organization, and bylaws. [1]
3. Corporate Capital Structure & Financing (Growing a Business)
  • Equity and Debt: Distinctions between issuing stocks versus corporate bonds and loans.
  • Capital Contributions: Rules regarding shareholder investments and financial distributions.
  • Piercing the Corporate Veil: Legal doctrines under which courts strip away limited liability protection.
4. Corporate Governance & Fiduciary Duties
  • The Role of Directors & Officers: Allocation of power between board members, executives, and shareholders.
  • Duty of Care: The Business Judgment Rule (BJR) and protection against ordinary negligence.
  • Duty of Loyalty: Managing conflicts of interest, corporate opportunities, and interested director transactions.
  • Shareholder Derivative Lawsuits: The procedural and substantive requirements for shareholders to sue on behalf of the corporation.
5. Closely-Held vs. Public Corporations
  • Closely-Held Entities: Shareholder voting agreements, transfer restrictions, and remedies for minority shareholder oppression.
  • Publicly Traded Corporations: Basic introductions to federal securities regulations, proxy fights, and insider trading rules.
6. Fundamental Changes & Exiting (Ending a Business)
  • Mergers & Acquisitions (M&A): Asset sales, stock purchases, and tender offers.
  • Dissolution and Winding Up: The legal processes for terminating partnerships, LLCs, and corporations. [1]

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Topics

Capital Contributions: Rules regarding shareholder investments Closely-Held Entities: Shareholder voting agreements Closely-Held vs. Public Corporations Contractual Liability: Concepts of express implied Corporate Capital Structure & Financing (Growing a Business) Corporate Governance & Fiduciary Duties Dissolution and Winding Up: The legal processes for terminating Duty of Care: The Business Judgment Rule (BJR) Duty of Loyalty: Managing conflicts of interest Equity and Debt: Distinctions between issuing stocks versus corporate bonds and loans Fiduciary Duties: Rights and liabilities Forms of Business Entities (Starting a Business) Fundamental Changes & Exiting (Ending a Business) Limited Liability Companies (LLCs) Corporations: The incorporation process Mergers & Acquisitions (M&A) Piercing the Corporate Veil: Legal doctrines Publicly Traded Corporations: Basic introductions to federal securities regulations Shareholder Derivative Lawsuits Sole Proprietorships Partnerships The Role of Directors & Officers Tort Liability: Application of respondeat superior and scope of employment.
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