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 of unions and sodalities which are likely to escape all notice when study is packaged in the curricular capsules sanctified by a century of legal education. Obviously, this book is a compression—a painful one—of a series of subjects each of which cries out for fuller explanation. The compression is in part a response to the pressures of new subjects and new activities in legal education. On the one hand there is a burgeoning of interdisciplinary studies in economics, psychology, sociology and survey research techniques. On the other, there is the rise of practically-oriented activities such as clinics, legal aid and defender programs, and statutory drafting. Some schools have responded to this pressure by simply not teaching the classic problems formerly covered by courses in “agency” and “partnership” and simultaneously ignoring the more current problems in these areas: licensing, fiduciary and ethical problems of business relationships, and limitations on the free employment concept. We have chosen not to ignore these matters, nor to assume that our students would sense instinctively the inherent complexity and the universality of the problems of employment. Can such an assumption survive in the mind of one who has read Justice Holmes’ demonstration that “common sense is opposed to the fundamental theory of agency”? Yet to retain the classic subjects in their classic elaboration, and at the same time to offer a full-scale coverage of the law of corporations, would require some six to eight semester-hours of teaching. The student not specializing in the field should not have to sit so long to acquire a broad view of the organization of enterprise. We have provided an alternative through this condensed treatment, which transports the student through the formative stages of business licensing and regulation, and equality of access to business opportunity; operational questions of enterprise liability for personal and property injuries, employment, representation in business dealings, and fiduciary duties; and organizational issues of formation and financing of partnerships and corporations, financial and control structures, federal securities legislation, and corporate distributions and reorganizations. Along the way are substantial discussions of such issues as the scale of individual, partnership and corporate enterprise; corporate responsibility; and control of enterprises through institutional investment. Our aim is to provide in a single four-semester-hour course a survey of enterprise organization, in enough scope and detail so that the student will be able to recognize and address the problems that he encounters later in his career, whatever his career choice. For those who intend to advise enterprise owners and managers or legislators attempting to control their activities, this survey is only a beginning. Indeed, for such students an introductory course or courses, whatever the title, can never be enough. These materials provide the base on which courses in “investment securities,” “business planning,” “corporate responsibility,” and “multinational enterprise” can be built. Such subjects, involving heavy clinical or interdisciplinary inputs, can only be hinted at in these materials. Our compression, however, makes it possible for the student to reach these courses-possibly several of them--earlier in his law school career. In deciding what a potential lawyer needs to know about enterprise, we have taken a broad view. We start out 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. We include cases involving the impact of labor legislation on business enterprise, and decisions on responsibilities in non-profit membership organizations such as the United Mine Workers and the NAACP. These, too, are “enterprises.” 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 or apparent authority of business managers. Fiduciary duties by whatever name called are all merged in a single section. We have continued and extended the comparison of foreign law solutions and the analyses of economic and social functions of rules that characterized predecessor volumes to this book. It hardly needs to be said that the present volume is a successor to the casebook known as “Business Organization” edited in 1965 by Conard and Knauss, and in earlier years (1950, 1957) by Conard. Users of those books will find familiar terrain after they traverse the initial chapter, and they will find a common thread of analysis and approach in the new materials at the end of the book.
Publication Date
1972
Edition
1
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" (1972). Faculty Books & Edited Works. 671.
https://gretchen.law.nyu.edu/fac-books-edited-works/671
