Business Organizations

Professor Whitehead
Fall 2013
Assigned Readings No. 2
(subject to revision)

All assignment references are to the unabridged edition of Melvin Aron Eisenberg & James D.
Cox, Corporations and Other Business Organizations, Cases and Materials (10 th ed. 2011)
(“Casebook” or “CB”) and the related Statutory Supplement. Unless otherwise indicated, all
Statutory Supplement (“Stat. Supp.”) references in the Casebook should be read with the
assigned readings. In many cases, I will suggest that you skip or skim portions of those
readings – otherwise, you should review them in their entirety. I may also assign additional
Statutory Supplement or other readings, as well as hypothetical problems (to be posted on the
course website). Students are not expected to prepare written responses to the hypothetical
problems.

The list below sets out the first set of readings we will cover, organized by group in the order
we will review them. They are not an indication of the number of pages we will cover in each
class. Specific reading assignments will be made available for each class.

15. The Duty of Care 622-638

In addition, read/review DGCL § 141(e), NYBCL § 715(h), Sarbanes-Oxley

Act § 407, and Exchange Act § 10A(m)

16. Kamin v. American Express 638-642

Note on the Divergence of Standards 642-648
Van Gorkom and Note 648-665
Note on Directors’ and Officers’ Civil Liability 683
Liability Shields 683-690
Note on Directors’ and Officers’ Liability Insurance 690-692
Note on Directors’ and Officers’ Criminal Liabilities 704-707
Review Problem 5 (course website)

Skip Virginia Corp. Code § 13.1-690 and Form of Directors’ and Officers’
Liability Insurance
In addition, read/review DGCL § 145 and MBCA § 2.02(b)(5), and skim MBCA
§§ 8.51, 8.52, 8.55, 8.56, 8.57 (excluding all commentary and explanatory notes)

17. The Duty to Monitor, Compliance Programs, and Internal Controls 666-683

18. Stone v. Ritter 698-700

In re Walt Disney 693-697
Miller v. AT&T 700-704

In addition, review Sarbanes-Oxley Act §§ 302, 404

Business Organizations Professor Whitehead

19. Hostile Takeovers and Defending Control 1243-1253

Unocal; Notes on Unitrin and Unocal 1253-1266

As background, skim the Exchange Act rules (in particular, Rule 14d-10), Schedule
TO, and Schedule 14D-9 referenced at CB p. 1243; and skip the Hart-Scott-Rodino
Act

As review, you may want to skim Blasius, where we first saw the Unocal standard in
the Casebook

20. Moran; Carmody; Quickturn 1266-1283

Revlon 1291-1301
Air Products 1283-1291

Review DGCL §§ 141(a), 141(d), 152, 157, 202(b); Exchange Act Rule 14d-10
Read/review NYSE Listed Co. Manual §§ 312.03(c) and 313.00

21. Paramount and Note on Revlon 1301-1321

22. Omnicare; State Takeover Statutes 1324-1344

Note on Defensive Maneuvers Outside of Delaware 1321-1324

Read DGCL §§ 146, 203, 251