Materials reflect changing trends and new judicial developments. Each chapter includes a problem that focuses on class discussion. Many of the problems place students in the role of corporate planners, rather than litigators, and allow instructors to highlight the real-world impact of doctrinal uncertainty as concerns the scope of the director's duty of care. The organization of the book also reflects the growing importance, doctrinally and structurally, of the business judgment rule. The early business judgment rule discussion facilitates discussion at later stages of how the rule affects the choice of organizational form and creates a need for more elaborate governance mechanisms in close corporations. Extensive notes provide students with necessary background information.