Enterprise Organization: Cases, Statutes, and Analysis on Licensing, Employment, Agency, Partnerships, Associations, and Corporations
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Description
In this book we offer a unified introduction to the entire area of business and private organization, from the individual proprietorship to the corporation, and from the manufacturing concern to the social club. There are common elements of social policy and ritual formality involved in all these forms of effort. To study them together effects not only a saving of time, but also a broadening of perspective and a deepening of understanding. The combination not only embraces the traditional subjects of “agency”, “partnership”, and “corporations”, but also affords glimpses into relationships involving other forms of organization which are likely to escape all notice when study is packaged in the curricular capsules sanctified by a century of legal education. In deciding what a potential lawyer needs to know about enterprise, we have taken a broad view. We start with the necessity for a license in most of the kinds of business anyone would wish to pursue; this subject has particular relevance to the self-employed “individual proprietor”, whose numbers (in the millions) deserve some wisp of attention in the law school, as well as to corporations of all sizes. The next several chapters deal with relationships which are common to enterprises of nearly every size, from the proprietorship with a single employee to the corporation with a hundred thousand. The legal problems include the effect of these relationships on third parties, and the rights and obligations among the parties themselves. Topics include enterprise liability for personal and property injuries, employment, representation in business dealings, and fiduciary duties. Following material relating to special problems of partnerships, the focus of the rest of the book is on topics that primarily involve corporations. These include financial and control structures, federal securities legislation, corporate responsibility, and corporate distributions and reorganizations. We have realized some economies through simultaneous treatment of common problems of proprietors, partners, and corporations. There are not three sections on vicarious tort liability, but just one; there is one exposition, not three, of the inherent and apparent authority of business managers. Fiduciary duties by whatever name called are all merged in a single section. In these materials the nature of the employer or principal may be of little importance in determining the rights and responsibilities of third parties injured by or dealing through agents. The form of business entity is important in these areas to determine whether individual members can limit their liability, and the case materials provide opportunities to explore this question. This volume continues the policy of the earlier editions in respect to notes. Those which every student should read are in large readable type. Those which are designed to invite optional investigation are in small type and are labelled “references”. In most references, a few words in parentheses indicate what line of inquiry the citation pursues. The citations do not purport to be exhaustive, nor to be uniformly important. They are an attempt by the editors to pass on to student and teacher some of the leads which they have necessarily uncovered in a systematic study of cases and periodical literature over a period of years. We have continued and extended the comparison of foreign law solutions and the analysis of the economic and social functions of rules that characterized predecessor volumes of this book. The present volume is the second edition of ENTERPRISE ORGANIZATION (1972) which was a successor to the casebook known as BUSINESS ORGANIZATIONS, edited in 1965 by Conard and Knauss, and in earlier years (1950 and 1957) by Conard.
Publication Date
1977
Edition
2
Recommended Citation
Conard, Alfred F.; Knauss, Robert L.; and Siegel, Stanley, "Enterprise Organization: Cases, Statutes, and Analysis on Licensing, Employment, Agency, Partnerships, Associations, and Corporations" (1977). Faculty Books & Edited Works. 669.
https://gretchen.law.nyu.edu/fac-books-edited-works/669
