Emanuel Law Outlines: Corporations (Instant Digital Access Code Only)

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Exam Tips alert you to the issues and fact patterns that commonly pop up on exams.
- The Capsule Summary provides a quick review of the key concepts covered in the full Outline--perfect for exam review!

More than just an e-book, Connected Study Aids offer you practice questions in an exciting interactive online format infused with meaningful feedback to help boost your efficiency so you can make the most of your study time. Accessible through CasebookConnect.com (you'll get your access code immediately in your order confirmation email), your connected study aid features an online e-book, interactive Study Center and Outline Tool. Emanuel Law Outlines: Corporations is a law school outline designed to cover the principles of Corporations. You've seen your classmates pore through them and soon you'll know why: Emanuel Law Outlines are among the very best commercial law school study aids available.

The reason: Steve Emanuel and his team of sharp legal experts put into each Emanuel Law Outline the crucial essentials of what you need to know about law in order for you to succeed. They tell you how law professors test and what they test on and for each individual legal topic they present the key information in a form that's concise and astonishingly comprehensible.

Emanuel Law Outlines: Corporations covers every topic of state corporate law, from the perspective of both Delaware law and the RMBCA. The increasingly influential ALI Principles of Corporate Governance are also treated extensively. There is a generous treatment of federal securities laws where applicable (e.g., insider trading, mergers and acquisitions, and securities issuance).

Special features include:
An up-to-date capsule summary summarizing the entire subject for night-before-the-exam review;
Exam tips at the end of each chapter provide special tips on how to spot the key issues, what's most frequently tested, how to structure and phrase your answers . . . and more;
ChapterScope sections at the start of each chapter give you an overview of the key points for that chapter;
Over 15 flowcharts help you understand how what you've learned fits together;
Quiz Yourself sections and Essay Exam Questions & Answers help you reinforce what you've learned for better memorization and recall on your exams;
Comprehensive tables (including Table of Cases; References to the RMBCA, to ALI Principles of Corporate Governance, and to Deleware, New York, and California Corporations Statutes).

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Balancing respect for religious conviction and the values of liberal democracy is a daunting challenge for judges and lawmakers, particularly when religious groups seek exemption from laws that govern others. Should students in public schools be allowed to organize devotional Bible readings and prayers on school property? Does reciting "under God" in the Pledge of Allegiance establish a preferred religion? What does the Constitution have to say about displays of religious symbols and messages on public property? Religion and the Constitution presents a new framework for addressing these and other controversial questions that involve competing demands of fairness, liberty, and constitutional validity. In this second of two major volumes on the intersection of constitutional and religious issues in the United States, Kent Greenawalt focuses on the Constitution's Establishment Clause, which forbids government from favoring one religion over another, or religion over secularism. The author begins with a history of the clause, its underlying principles, and the Supreme Court's main decisions on establishment, and proceeds to consider specific controversies. Taking a contextual approach, Greenawalt argues that the state's treatment of religion cannot be reduced to a single formula. Calling throughout for acknowledgment of the way religion gives meaning to people's lives, Religion and the Constitution aims to accommodate the maximum expression of religious conviction that is consistent with a commitment to fairness and the public welfare.

Hidden in Plain Sight tells the tragic untold story of children's rights in America. It asks why the United States today, alone among nations, rejects the most universally embraced human-rights document in history, the United Nations Convention on the Rights of the Child. This book is a call to arms for America to again be a leader in human rights, and to join the rest of the civilized world in recognizing that the thirst for justice is not for adults alone. Barbara Bennett Woodhouse explores the meaning of children's rights throughout American history, interweaving the childhood stories of iconic figures such as Benjamin Franklin with those of children less known but no less courageous, like the heroic youngsters who marched for civil rights. How did America become a place where twelve-year-old Lionel Tate could be sentenced to life in prison without parole for the 1999 death of a young playmate? In answering questions like this, Woodhouse challenges those who misguidedly believe that America's children already have more rights than they need, or that children's rights pose a threat to parental autonomy or family values. She reveals why fundamental human rights and principles of dignity, equality, privacy, protection, and voice are essential to a child's journey into adulthood, and why understanding rights for children leads to a better understanding of human rights for all. Compassionate, wise, and deeply moving, Hidden in Plain Sight will force an examination of our national resistance--and moral responsibility--to recognize children's rights. Some images inside the book are unavailable due to digital copyright restrictions.

In recent years the American public has witnessed several hard-fought battles over nominees to the U.S. Supreme Court. In these heated confirmation fights, candidates' legal and political philosophies have been subject to intense scrutiny and debate. Citizens, Courts, and Confirmations examines one such fight--over the nomination of Samuel Alito--to discover how and why people formed opinions about the nominee, and to determine how the confirmation process shaped perceptions of the Supreme Court's legitimacy. Drawing on a nationally representative survey, James Gibson and Gregory Caldeira use the Alito confirmation fight as a window into public attitudes about the nation's highest court. They find that Americans know far more about the Supreme Court than many realize, that the Court enjoys a great deal of legitimacy among the American people, that attitudes toward the Court as an institution generally do not suffer from partisan or ideological polarization, and that public knowledge enhances the legitimacy accorded the Court. Yet the authors demonstrate that partisan and ideological infighting that treats the Court as just another political institution undermines the considerable public support the institution currently enjoys, and that politicized confirmation battles pose a grave threat to the basic legitimacy of the Supreme Court.

More than the citizens of most countries, Americans are either religious or in jail--or both. But what does it mean when imprisonment and evangelization actually go hand in hand, or at least appear to? What do "faith-based" prison programs mean for the constitutional separation of church and state, particularly when prisoners who participate get special privileges? In Prison Religion, law and religion scholar Winnifred Fallers Sullivan takes up these and other important questions through a close examination of a 2005 lawsuit challenging the constitutionality of a faith-based residential rehabilitation program in an Iowa state prison. Americans United for the Separation of Church and State v. Prison Fellowship Ministries, a trial in which Sullivan served as an expert witness, centered on the constitutionality of allowing religious organizations to operate programs in state-run facilities. Using the trial as a case study, Sullivan argues that separation of church and state is no longer possible. Religious authority has shifted from institutions to individuals, making it difficult to define religion, let alone disentangle it from the state. Prison Religion casts new light on church-state law, the debate over government-funded faith-based programs, and the predicament of prisoners who have precious little choice about what kind of rehabilitation they receive, if they are offered any at all.

In the world’s developing countries, foreign investment in natural resources brings into contact competing interests that are often characterised by unequal balances of negotiating power – from multinational corporations and host governments, through to the local people affected by the influx of foreign investment. The growing integration of the world economy has been accompanied by rapid and extensive developments in the national and international norms that regulate investment and its impact – including investment law, natural resource law and human rights law. These legal developments affect the ‘shadow’ that the law casts over the multiple negotiations that characterise international investment projects in the developing world. Drawing on international law, the national law of selected jurisdictions and the contracts concluded in a large investment project, Human Rights, Natural Resource and Investment Law in a Globalised World explores the ways in which the law protects the varied property rights that are at play in foreign investment projects in developing countries, with a focus on Africa. Through an integrated analysis of seemingly disparate fields of law, this book sheds new light on how the law mediates the competing interests that come into contact as a result of economic globalisation, whilst also providing new insights on the changing nature of state sovereignty and on the relationship between law and power in a globalised world. This book will be of interest to scholars, students and informed practitioners working in the fields of international investment and human rights law, comparative law, socio-legal studies, and development studies.

Where did affirmative action in employment come from? The conventional wisdom is that it was instituted during the Johnson and Nixon years through the backroom machinations of federal bureaucrats and judges. The Fifth Freedom presents a new perspective, tracing the roots of the policy to partisan conflicts over fair employment practices (FEP) legislation from the 1940s to the 1970s. Drawing on untapped sources, Anthony Chen chronicles the ironic, forgotten role played by American conservatives in the development of affirmative action. Decades before affirmative action began making headlines, millions of Americans across the country debated whether government could and should regulate job discrimination. On one side was an interfaith and interracial bloc of liberals, who demanded FEP legislation that would establish a centralized system for enforcing equal treatment in the labor market. On the other side was a bloc of business-friendly, small-government conservatives, who felt that it was unwise to "legislate tolerance" and who made common cause with the conservative wing of the Republican party. Conservatives ultimately prevailed, but their obstruction of FEP legislation unintentionally facilitated the rise of affirmative action, a policy their ideological heirs would find even more abhorrent. Broadly interdisciplinary, The Fifth Freedom sheds new light on the role of parties, elites, and institutions in the policymaking process; the impact of racial politics on electoral realignment; the history of civil rights; the decline of New Deal liberalism; and the rise of the New Right. Some images inside the book are unavailable due to digital copyright restrictions.

A wide variety of problem-solving courts have been developed in the United States over the past two decades and are now being adopted in countries around the world. These innovative courts--including drug courts, community courts, domestic violence courts, and mental health courts--do not simply adjudicate offenders. Rather, they attempt to solve the problems underlying such criminal behaviors as petty theft, prostitution, and drug offenses. Legal Accents, Legal Borrowing is a study of the international problem-solving court movement and the first comparative analysis of the development of these courts in the United States and the other countries where the movement is most advanced: England, Scotland, Ireland, Canada, and Australia. Looking at the various ways in which problem-solving courts have been taken up in these countries, James Nolan finds that while importers often see themselves as adapting the American courts to suit local conditions, they may actually be taking in more aspects of American law and culture than they realize or desire. In the countries that adopt them, problem-solving courts may in fact fundamentally challenge traditional ideas about justice. Based on ethnographic research in all six countries, the book examines these cases of legal borrowing for what they reveal about legal and cultural differences, the inextricable tie between law and culture, the processes of globalization, the unique but contested global role of the United States, and the changing face of law and justice around the world.

According to conventional wisdom in American legal culture, the 1870s to 1920s was the age of legal formalism, when judges believed that the law was autonomous and logically ordered, and that they mechanically deduced right answers in cases. In the 1920s and 1930s, the story continues, the legal realists discredited this view by demonstrating that the law is marked by gaps and contradictions, arguing that judges construct legal justifications to support desired outcomes. This often-repeated historical account is virtually taken for granted today, and continues to shape understandings about judging. In this groundbreaking book, esteemed legal theorist Brian Tamanaha thoroughly debunks the formalist-realist divide. Drawing from extensive research into the writings of judges and scholars, Tamanaha shows how, over the past century and a half, jurists have regularly expressed a balanced view of judging that acknowledges the limitations of law and of judges, yet recognizes that judges can and do render rule-bound decisions. He reveals how the story about the formalist age was an invention of politically motivated critics of the courts, and how it has led to significant misunderstandings about legal realism. Beyond the Formalist-Realist Divide traces how this false tale has distorted studies of judging by political scientists and debates among legal theorists. Recovering a balanced realism about judging, this book fundamentally rewrites legal history and offers a fresh perspective for theorists, judges, and practitioners of law.

Since the first edition of The Human Side of Disaster was published in 2009, new catastrophes have plagued the globe, including earthquakes in Haiti and New Zealand, tornadoes in Alabama and Missouri, floods in numerous locations, Hurricane Sandy, and the infamous BP oil spill. Enhanced with new cases and real-world examples, The Human Side of Disaster, Second Edition presents an updated summary of the social science knowledge base of human responses to disaster. Dr. Drabek draws upon his 40-plus years of conducting research on individual, group, and organizational responses to disaster to illustrate and integrate key insights from the social sciences to teach us how to anticipate human behaviors in crisis. The book begins with a series of original short stories rooted within actual disaster events. These stories are woven into the entire text to demonstrate essential findings from the research literature. Dr. Drabek provides an overview of the range of disasters and hazards confronting the public and an explanation of why these are increasing each year, both in number and scope of impact. The core of the book is a summary of key findings regarding disaster warning responses, evacuation behavior, initial post-impact survival behavior, traditional and emergent roles of volunteers, and both short-term and longer-term disaster impacts. The theme of "organized-disorganization" is used to illustrate multiorganizational response networks that form the key managerial task for local emergency managers. The final chapter provides a new vision for the emergency management profession—one that reflects a more strategic approach wherein disasters are viewed as non-routine social problems. This book will continue to be an invaluable reference for professionals and students in emergency management and public policy and aid organizations who need to understand human behavior and how best to communicate and work with the public in disaster situations.

In The Religious Left and Church-State Relations, noted constitutional law scholar Steven Shiffrin argues that the religious left, not the secular left, is best equipped to lead the battle against the religious right on questions of church and state in America today. Explaining that the chosen rhetoric of secular liberals is poorly equipped to argue against religious conservatives, Shiffrin shows that all progressives, religious and secular, must appeal to broader values promoting religious liberty. He demonstrates that the separation of church and state serves to protect religions from political manipulation while tight connections between church and state compromise the integrity of religious institutions. Shiffrin discusses the pluralistic foundations of the religion clauses in the First Amendment and asserts that the clauses cannot be confined to the protection of liberty, equality, or equal liberty. He explores the constitutional framework of religious liberalism, applying it to controversial examples, including the Pledge of Allegiance, the government's use of religious symbols, the teaching of evolution in public schools, and school vouchers. Shiffrin examines how the approaches of secular liberalism toward church-state relations have been misguided philosophically and politically, and he illustrates why theological arguments hold an important democratic position--not in courtrooms or halls of government, but in the public dialogue. The book contends that the great issue of American religious politics is not whether religions should be supported at all, but how religions can best be strengthened and preserved.