Preliminary Content

• Pages: 1-18
• Author: Stephen M. Bainbridge

CONCEPTS AND INSIGHTS SERIES®

Stephen M. Bainbridge is the William D. Warren Distingui shed Professor of L aw at

UCLA, wher e he teaches Busines s Associations , Corporate Financ e, and Mergers

and Acquisitions . Professor Bainbr idge previously tau ght at the Universit y of Illinois

College of Law (1988–1996). He has also ta ught at Harvard Law School as the J oseph

Flom Visiting Profes sor of Law and Busine ss (2000– 2001); Le Trobe University in

Melbourne (2005 a nd 2007); and Aoyama Gakuin U niversity in Tokyo (1999). In

2008, Bainbridg e received the UCL A School of Law’s Rutter Award fo r Excellence

in Teaching. In 1990, the graduating cla ss of the Universit y of Illinois College of L aw

voted him Professor of the Year.

Professor Bainbri dge is a prolific sc holar of corporate a nd securities law. He has

written over 100 law review ar ticles, which have app eared in such lead ing journals

as the Harvard L aw Review, the Virginia Law Review, the Nor thwestern Univers ity

Law Review, the Cornell Law Revi ew, the Stanford Law Review and th e Vanderbilt

Law Review. Bainbridge’s most rec ent books include Bu siness Associ ations: Cases

and Materials on Age ncy, Partnerships, a nd Corporation s (Foundation Press, 12th

edition, 2025), Agency, Partner ships, and Limite d Liability Entitie s: Cases and

Materials on Uninc orporated Busin ess Associati ons (Foundation Pres s, 6th edition,

2025) (with Park and Rodrigu es), Research Handb ook on Insider Trading (Edward

Elgar Publishing 2d ed. 2025).

In 2008 and 2011, Professor Bainbridge was name d by Directorship Ma gazine to its

list of the 100 most influent ial people in the fie ld of corporate govern ance.

Corporate Law, 5th Edition

Corporate Law

Fifth Edition

Stephen M. Bainbridge

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BAINBRIDGE

WEST ACADEMIC

ISBN 979-8-88786-540-9

F O UN D A TI O N P R E SS

E D IT O R IA L B O A R D

SAMUEL ISSACHAROFF

DIRECTING EDITOR

Bonnie and Richard Reiss Professor of Constitutional Law

New York University

WILLIAM BAUDE

Harry Kalven, Jr. Professor of Law

University of Chicago

GUY-URIEL E. CHARLES

Charles J. Ogletree Jr. Professor of Law

Harvard Law School

NORA FREEMAN ENGSTROM

Ernest W. McFarland Professor of Law

Stanford Law School

HEATHER K. GERKEN

Dean and the Sol & Lillian Goldman Professor of Law

Yale University

TROY A. MCKENZIE

Dean and Cecelia Goetz Professor of Law

New York University

HILLARY A. SALE

Agnes Williams Sesquicentennial Professor

of Leadership and Corporate Governance

Professor of Management

Georgetown University