Look what came in today's mail: The 11th edition of my Business Associations casebook

Longtime users will notice a major change to the cover of this edition. My friends and coauthors Bill Klein and Mark Ramseyer have decided to retire from working on our books. It has been an honor and privilege to work with them these many years. Going forward, I will be solely responsible for editing the books.

I do not plan any significant changes to the editorial style. In editing this book, I will continue to follow the six basic but apparently widely ignored principles that have informed the book since Bill’s first edition. Each principle is one that I think helps produce a book that teaches students the gist of the law they need to know; that trains them to apply it; and that (perish the thought) almost makes them enjoy the process.

First, I give judges one chance—but only one chance—to explain the law. Most judicial opinions are as bloated as any Dursley who ever insulted Lily and James Potter, but law schools teach students that point marvelously well in the first year. I see no reason to make the point again in the second. More specifically, I see no reason to force students to plow through fifteen pages of bad prose when a disciplined judge could explain the law in three. I edit the law, and edit it ruthlessly.

Second, working within the “give us the facts, ma’am, just the facts” tradition, I include the facts in much of their maddening ambiguity. In corporate law as in most of legal practice, the gist is in the application, and for application the facts matter critically. Although I heavily edit discussions of the law, I take a lighter touch to the statements of facts. When helpful, I add extra fact-based problems to explore those applications further.

Third, because lawyers plan at least as often as they litigate, I emphasize a transactional planner’s perspective. In the first half of the book, for example, I explore how the parties to a case could have avoided the disputes at stake. At the end of the book, I use corporate debt to ask both how business executives can structure the relationships among their many investors, and what economic consequences follow from those structural possibilities.

Fourth, I believe in agency and partnership law. I believe they matter not just for their own sake, but for understanding corporate legal practice. Consequently, I include materials on agency and partnership that are complete, that cohere within themselves, and that help explain how the corporate enterprise functions.

Fifth, I offer a casebook, not a treatise. If your students want supplemental text, may I suggest my books Agency, Partnerships, and LLCs, from Foundation Press, and Corporation Law, also from Foundation Press. Given their availability, I see no need to fill the pages between the cases with long discussions of legal theory and doctrine. Instructors who prefer casebooks without extensive explanatory text will find this the casebook for them; instructors who prefer the explanatory matter can assign one of these other books in conjunction with this casebook.

Last, if a case is no fun, I omit it. There are exceptions, to be sure. There are some key but dull U.S. and Delaware Supreme Court opinions that simply must be included. In general, however, I include only cases that at least I enjoy teaching. Law school drags enough as it is without assigning cases no one wants to read. Corporate law can be fascinating. In this book, I do my best to make it so.

The result, I hope, is a book that provides simple settings for sophisticated analysis. I offer interesting and challenging cases; I edit them carefully but ruthlessly; I include the necessary statutes; and I add questions and problems where helpful. Through this, I think the book isolates the basic ideas, eliminates distracting detail, and motivates students to apply those ideas to a world they will soon help shape.