Legal Guide Book
Business & Commercial Law
The Pocket Guide
Every black-letter rule a business associations and commercial law exam actually tests - entities and formation, corporate governance, commercial transactions under the UCC, and M&A and securities regulation basics - reduced to its essential elements, one real example each, and the single thing worth remembering under time pressure. No padding, no filler cases, nothing outside the standard curriculum.
5 chapters · ~58 pages · delivered as a PDF, read on any device · $12 one-time
Contents
Chapter 1: Business Entities & Formation
Choosing an entity form is the first real decision any business makes, and it decides everything downstream - who's liable for what, how profits get taxed, and how much formality the law demands in exchange for limited liability.
- Partnership - Formation & Fiduciary Duty
- Partnership by Estoppel
- Choosing an Entity - The Real Tradeoffs
- Piercing the Corporate Veil
- Promoter Liability & Pre-Incorporation Contracts
Chapter 2: Corporate Governance
Once a corporation exists, its directors and officers owe real, enforceable duties to it and its shareholders - the business judgment rule protects good-faith decisions, but only within real limits this chapter maps out.
- The Business Judgment Rule
- The Duty of Care - How Deferential It Really Is
- The Duty of Loyalty & Corporate Opportunity
- Demand Futility & Derivative Suits
- Entire Fairness & Freeze-Out Mergers
Chapter 3: Commercial Transactions I
Article 2 of the UCC governs the sale of goods with its own real, distinct rules - different from common-law contract doctrine in ways exams test specifically, plus the security-interest framework that lets lenders actually collateralize a loan against goods.
- The UCC's Real Origin & Scope
- Implied Warranties
- Risk of Loss
- Perfect Tender & the Installment Contract Exception
- Acceptance by Use & Cure
- Secured Transactions - Attachment
- Purchase Money Security Interests
Chapter 4: Commercial Transactions II
Negotiable instruments let a piece of paper function like cash, and agency law governs when one person's actions can bind another - two distinct doctrines this chapter covers together as the second half of the commercial transactions unit.
- Negotiable Instruments - The Real Origin
- Holder in Due Course
- Indorsements
- Actual & Apparent Authority
- Undisclosed Principals
- Terminating Apparent Authority
Chapter 5: M&A & Securities Regulation Basics
Mergers and acquisitions raise their own real successor-liability and fairness questions, while federal securities regulation - built around a real, functional definition of "security" - governs who can trade on what information and when a takeover defense goes too far.
- Successor Liability in Asset Acquisitions
- Appraisal Rights
- Indemnification in M&A Deals
- The Howey Test - What Counts as a "Security"
- Rule 10b-5 & Materiality
- Insider Trading & Tipper-Tippee Liability
- Takeover Defenses - The Unocal Standard
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This book teaches general doctrine using original hypothetical examples. It does not provide legal advice about any specific situation and does not create an attorney-client relationship. For advice about your own circumstances, consult a licensed attorney.