The school year begins soon, and I’ll be teaching Business Enterprises.  (That’s what Tulane calls the basic BA/Corps class.)

One of my first tasks was to select a casebook.  There are a lot of options, and it was interesting for me to analyze how each reflects the philosophy/policy preferences of its authors.  I suppose I should have predicted that the Klein/Ramseyer/Bainbridge book would open its discussion of corporations with the Boilermakers case, and its characterization of corporate governance documents as a “contract” among shareholders.  The Allen/Kraakman/Subramanian book heavily emphasizes economic analyses.   Unsurprisingly, the casebook partially authored by my co-blogger Joan Heminway (i.e., the Branson/Heminway/Loewenstein/Steinberg/Warren book) demonstrates a particular interest in alternative entities, and Hazen/Markham seems to feel derivative actions have dominated far too much academic attention (and also that Dodge v. Ford Motor Co. needs to be retired).

One significant point of variation is how far the books go in integrating state and federal law.  As federal securities regulation expands, it clearly poses a problem for casebook authors (and business professors!) in terms of organizing the material in a coherent fashion.  It’s harder to simply divide the class into state governance law and federal disclosure law (which is how I remember learning it, anyway), and the casebook authors all have different approaches.  Ultimately, I chose the Hazen/Markham book, in part because organizationally, it comes closest to reflecting how I think about matters in my own head, so I figured it would be easiest for me to teach. 

I’m still assigning Dodge, though.