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The fiduciary duties of loyalty and care, the corporate opportunity doctrine and the business judgment rule are introduced in the context of three vignettes drawn from decided cases that explore: a classic test of loyalty when one partner elects to take advantage of an opportunity the partnership may also be able to pursue (Meinhard v. Salmon); the care and procedure directors should employ when approving a merger or sale of the company (Smith v. Van Gorkom); and the board's role and process in hiring, firing and severance decisions (Ovitz at Disney).

Nearly 27,000 people depended on Ilva Steel Taranto, the largest steel-making plant in Europe, for their livelihoods, but the plant's pollution fouled the environment and increased the incidence of tumors, respiratory illnesses and deaths. In July 2012, faced with a court-ordered partial shut-down and a possibly unaffordable remediation plan, the company's newly appointed head must decide what to do next.

After leading a management buy-out, Harold Mills transformed ZeroChaos into a global staffing enterprise. Poised to raise additional capital to fund the company's next phase of growth, he was also confronting the liquidity demands of his early-stage investors and relationships were becoming strained.

After leading a management buy-out, Harold Mills transformed ZeroChaos into a global staffing enterprise. Poised to raise additional capital to fund the company's next phase of growth, he was also confronting the liquidity demands of his early-stage investors and relationships were becoming strained.

This Note summarizes the potential of the Jobs Act of 2012 to change the way in which emerging growth companies, or EMGs, access capital markets. Described as among the most significant change to US securities laws in over 20 years, the Jobs Act may reduce the burdens associated with going public while at the same time making it easier for EMGs to remain private. In addition to the so-called "IPO On-Ramp" and "crowdfunding," the Note briefly discusses the changes to general solicitation and general advertising rules, the private holder cap and mini-public offerings.

Despite its success in the social-networking space, Facebook Inc.'s May 2012 IPO was largely considered a failure. Facebook faced multiple lawsuits and its share price had dropped significantly. Adversaries contended that Facebook had misled investors and violated securities laws. Were the allegations legitimate, and did the litigation pose a serious threat to Facebook's share price?

The international joint venture that successfully bid for $6 billion in contracts to build LNG trains on Nigeria's Bonny Island became entangled in a widening bribery and corruption probe triggered by an unrelated accusation against an employee of one of the JV partners. The (A) case discusses the JV's "business as usual" approach to doing business in the context of Nigeria's political culture and the involvement of Albert "Jack" Stanley, the JV's alleged manager, in structuring and implementing an elaborate bribery scheme. The (B) case relates Stanley's actions after he became the subject of multiple investigations and was terminated by Halliburton, parent of the U.S. JV partner, for taking kickbacks. The (C) case details the resolution of bribery and corruption allegations against Stanley, several of his associates and the JV partners.

Having received an extensive critique of her business plan but only a small amount of financing from an angel group she pitched in 2010, Eloise Bune responds to the angels' concerns, refines her presentation, and pitches her company again.

Eloise Bune successfully turned an idea into a product, but could she persuade angel investors that she had a business worth investing in? The case details her interactions with the angel investors and explores the role of angel investors in providing financial capital, business experience, and other assistance to start-ups.

Focuses on a small start-up software company engaged in a negotiation over its software licensing agreement with a very large potential client. The entrepreneur must weigh legal and business issues versus his desire to land the key customer.

The case describes Albert "Jack" Stanley's response to actions initiated against him by the U.S. Department of Justice and the SEC.

The international joint venture that successfully bid for $6 billion in contracts to build LNG trains on Nigeria's Bonny Island became entangled in a widening bribery and corruption probe triggered by an unrelated accusation against an employee of one of the JV partners. The (A) case discusses the JV's ""business as usual"" approach to doing business in the context of Nigeria's political culture and the involvement Albert ""Jack"" Stanley, the JV's alleged manager, in structuring and implementing an elaborate bribery scheme. The ""B"" case relates Stanley's actions after he became the subject of multiple investigations and was terminated by Halliburton, parent of the U.S. JV partner, for taking kickbacks. The ""C"" case details the resolution of bribery and corruption allegations against Stanley, several of his associates and the JV partners.

This note summarizes basic principles of tort law and is intended as background information for business students studying legal aspects of management.

Notwithstanding the professed intention of a party to an MOU, a "preliminary" agreement can have binding effect. This note explores the circumstances under which MOUs may give rise to binding and enforceable agreements.

A board's decision-making and process in investigating and terminating a company's CEO are explored and the company's policies and contractual obligations considered.

The competing narratives of the founders of Alantec, Inc. and the venture capitalists who funded the company are explored in the context of Kalashian v. Advent VI Ltd. a California Superior Court case. The founders of the company, which produced switches for computer networks, raised several rounds of financing from venture capital firms that ended up controlling the company's board. After the company continued to fall short of its sales projections, the board ousted the founders and brought in new management. The company subsequently raised two new rounds of financing which resulted in dilution of the interests of the founders from about 8% to less than .01 %. Alantec then launched a new product, "the Power Hub," which became highly successful, and the company ultimately went public. The founders sold their remaining shares shortly after the IPO. Two years later, Alantec was acquired for the equivalent of $70 per share. Following the sale, the founders sued, alleging that the venture capitalists had committed fraud and breached their fiduciary duties as controlling shareholders of Alantec. The case presents actual excerpts from the trial briefs of both the founders and the venture capitalists, and presents competing views on how and why the dilution occurred.

This note discusses competing theories of governance in family-owned firms and focuses on agency theory, stewardship theory and the sociological concept of embeddedness.

The chairman and CEO of Bush Brothers grapples with leading and managing changes in strategy, governance and board composition, as well as succession, compensation and ownership issues, as he takes the family owned/family operated business into its fourth generation. As the company faces the prospect of hiring a non-family member to lead it into its second century, chairman and CEO Jim Ethier and the board strive to ensure that the business both remains faithful to the values of its founders and is well-positioned to take on the multiple challenges it faces.

This note reviews the professional responsibilities and obligations of lawyers In the United States, explains how those standards affect client relationships and, by summarizing rules for resolution of conflicts and withdrawal, sets the stage for a discussion of the concept of professional loyalty to both a company and larger societal interests.

Six vignettes drawn from decided cases explore legal and business issues in hiring, firing, promoting, and demoting employees, with an emphasis on protected classes, pretext, and anti-discrimination laws in the setting of start-ups and privately held companies.