Introduction

This research guide was designed to assist students beginning research in the law of corporations, agency, partnerships, and other business organizations. While not comprehensive, this guide provides a listing of the more important, current and relevant materials available in this subject area.

Primary Law Sources

This section lists and describes the most significant primary corporate law resources. Since this area of law is largely controlled by state law, we have included links to our state law research guides, rather than listing them individually. However, since Delaware law is particularly important in this area, we have included Delaware materials along with national and more general sources.

Case Law

Cases related to corporate law are published in general case reporters and included in the West digest system. Annotated state codes are also an efficient and reliable way to find cases pertinent to specific statutory provisions. There are also several databases that focus on corporate law cases specifically, and we have listed them below.

Statutes

Statutes pertinent to corporate law can be found in multiple titles of the United States Code, as well as individual state codes. When looking for relevant statutes in codes, it is best to begin in the table of contents or in a subject index. As the Delaware Code is particularly significant , and several states follow the Model Business Corporation Act, we have also included them below.

• Delaware Code Annotated (1975 - ) KFD30 1953 .A24
  Statutes dealing with corporations are contained in several titles.
  • Westlaw: DE-STMANN06 (Westlaw version is called Delaware Statutes Annotated)
    
  • Lexis: Legal > Area of Law - By Topic > Corporate > Find Statutes, Regulations & Administrative Materials > DE - Delaware Code Annotated
  • Also available online from the Delaware Division of Corporations.
    THIS FREE ONLINE VERSION DOES NOT CONTAIN ANNOTATIONS.
    
    
• Model Business Corporation Act Annotated (4th., 2008 - ) KF1404.52 .A65
  "Recognized as the most comprehensive reference interpreting corporate law in every state. Structured around the complete text of the Revised Model Business Corporation Act, this four-volume set provides authoritative answers on all aspects of corporate existence---including information, operation, powers and responsibilities of directors and officers, issuance of stock, shareholders' rights, mergers and dissolutions." Published by Committee on Corporate Laws, ABA Section of Business Law.
• • Lexis: Legal > Area of Law - By Topic > General Business > Find Statutes, Uniform Laws, Regulations & Administrative Materials > Martindale-Hubbell(R) - Model Business Corporation Act
    
    
• Other State Codes
  See our state research guides. Each one lists that state's code with call numbers and links to online versions.
  
  
• United States Code (Official and Unofficial Versions)
  • U.S. Code (Official Version) KF62 2000 .A2
    • Also available online.
  • U.S. Code Annotated (West) KF62 1927 .A3
    • Westlaw: USCA
  • U.S. Code Service (Lexis) KF62 1972 .U5
    • Lexis: Legal > Federal Legal - U.S. > Find Statutes, Regulations, Administrative Materials & Court Rules > United States Code Service (USCS) Materials > United States Code Service - Titles 1 through 50

Regulations

Regulations governing corporate law will also be found in multiple titles of the Code of Federal Regulations. These regulations are best found by using the CFR index, which is available in print as well as on Westlaw. Because of the significance of Delaware law in this area, we have also included references to the Code of Delaware Regulations.

• Code of Federal Regulations (Current), (KF70 .A3)
  • Westlaw: CFR
  • Lexis: Legal > Federal Legal - U.S. > Find Statutes, Regulations, Administrative Materials & Court Rules > Legislative History Materials > CFR - Code of Federal Regulations
  • Also available online from GPOAccess (eCFR, unofficial, but more up-to-date), FDSys (official, same as print version)
• Code of Delaware Regulations (Current), (KFD35 .A2 1996)
  PRINT VERSION IS NO LONGER UPDATED AS OF 2008.
  • Westlaw: DE-ADC
  • Also available online from the State of Delaware.
    
    
• Other State Regulations
  • See our state research guides. Each one lists that state's code with call numbers and links to online versions.

Secondary Sources

Treatises

• Blumberg on Corporate Groups (2nd. ed., 2005 - ) KF1465 .B59, available electronically through CCH.
  This treatise provides multi-volume treatment of corporate groups and the legal interrelationships of their component parent, subsidiary, and affiliated companies. Many areas of law are covered including health care, bankruptcy, jurisdiction, banking and financial services to name just a few. No longer updated annually in print.
  
  
• CCH Business Strategies
  Part of the CCH Tax Research NetWork, this resource "covers business planning issues encountered by business advisors and entrepreneurs. As a planning resource, the library offers a blend of business law, tax law, human resources and accounting information."
  • Available in CCH IntelliConnect
    
    
• Corporation Law (2000), KF1413 .G49 2000
  Hornbook providing in-depth treatment of corporation law including formation, financial structure, governance, duties of directors and officers, and special problems of closely held corporations, securities fraud and regulation, mergers and acquisitions. Kept up to date by pocket supplements.
  
  
• Cox & Hazen on Corporations (2nd., 2003), KF1414 .B33 2003, available electronically on Westlaw.Major treatise on corporations and business law. Provides comprehensive analysis of all areas of corporate law and most significant provisions of the federal securities laws. Kept up to date with supplements.

• Delaware Law of Corporations and Business Organizations (3rd. ed., 1997 - ), KFD213 .B35 1997
  Major treatise providing coverage Delaware corporation law including all aspects of establishing and operating organizations incorporated in Delaware.
  • Also available through CCH Business and Finance Network .
  • Also available through Westlaw.
    
    
• Fletcher Cyclopedia of the Law of Private Corporations (1999 - ) KF1384 .F55
  The classic treatise on corporate law is this authoritative multi-volume resource which provides guidance on all areas. Kept up to date by cumulative pocket supplements and replacement volumes.
  • Westlaw: FLTR-CYC
  • Electronic 1917 version
    
    
• Folk on the Delaware General Corporation Law (4th ed., 1999 - ), KFD213 .F594
  Major corporation law treatise covering Delaware corporate law. Treatise is organized by code section and provides annotations to statutes and judicial decisions.
  • Also available through CCH Business and Finance Network.
    
    
• Law of Agency and Partnership (3rd. ed., 2001) KF1345 .R48
  This treatise is a basic West hornbook on the law of agency, covering topics such as ratification, termination of agent's powers, master and servant and duties of agent to principal. The appendices include the Uniform Partnership Act, Uniform Limited Partnership Act and the Revised Uniform Limited Partnership Act. Kept up to date by pocket supplements.
  
  
• Macey on Corporation Law (1998 - ) KF1414 .M24
  This treatise examines the Model Business Corporation Act, the Delaware General Corporation Act and the ALI's Principles of Corporate Governance. All statutory text sections are followed by an area of analysis, comment and statutory comparison, as well as selected references and cases. Updated by supplementary pages at least annually.
  • Also available online.
    
    
• Restatement of the Law Third. Agency. (2006) KF395.A2 A35
  Adopted in 2005 and published in 2006, the third Restatement of Agency includes the American Law Institute's analysis of the black letter law. Numerous case citations are included. Updated with pocket parts and supplementary volumes.
  • Westlaw: REST-AGEN
  • Archive of previous editions available on Westlaw: REST-AGENAR
    

Academic Journals

• American Business Law Journal (1963 - 2008, now canceled) K1 .M23
  
  • Also available online.
    
    
• The Business Lawyer (1946 - ) K2 .U7
• • Also available online.
    
    
• Columbia Business Law Review (1986 - ) K3 .O359
• • Also available online.
    
    
• The Delaware Journal of Corporate Law (1976 - ) K4 .E38
• • Also available online.

• The Journal of Corporation Law (1975/76 - ) K10 .O283
  • Also available online.

News & Current Awareness

Note that while some BNA corporate law titles are listed here, this is not an exhaustive list of BNA's relevant materials. Please see our Bloomberg BNA Library for more corporate law resources.

• Bloomberg BNA Corporate Governance Report (1998 - )
  A biweekly publication that reports on and analyzes activities in the courts, Congress and state legislatures, state and federal regulatory agencies, and the private sector relating to corporate and business law.
  • Available in Bloomberg BNA Library
  • Westlaw: BNA-CGR
    
    
• Bloomberg BNA Corporate Law Daily
  Corporate Law Daily: A daily newsletter updating judicial, legislative, regulatory, and tax issues that affect corporate practice.
  • Available in Bloomberg BNA Library (2000 - )
  • Westlaw: BNA-CLD (1993 - )
    
    
• Corporate Governance Library
  The Corporate Governance Library includes the Corporate Governance Report plus the complete text of Title 8 (Corporations) of the Delaware Code. The Corporate Governance Manual contains analysis of the issues affecting corporate governance.
  • Available in Bloomberg BNA Library
    
    
• Corporate Practice Library
  "Features in-depth analysis and practical guidance from expert legal practitioners in over 60 portfolios, plus the latest news in the Corporate Counsel Weekly." This is the online version of Corporate Practice Series.
  • Available in Bloomberg BNA Library
    
    
• Corporate Practice Series (1978 - ) KF1397 .C654
  "Features in-depth analysis and practical guidance from expert legal practitioners in over 60 portfolios, plus the latest news in the Corporate Counsel Weekly." This is the print version of Corporate Practice Library.
  
  
• Delaware Corporation Law Update, Attorney's Edition (1996 - ) (No print version available)
  Detailed analyses of all important decisions,published and unpublished,from the Delaware Court of Chancery, the Delaware Superior Court, the Delaware Supreme Court, and the U.S. District Court for the District of Delaware that involve corporate governance issues.
• • Westlaw: ANDCLUAE

Study Aids

• Agency, Partnership, and the LLC in a Nutshell (2008) KF1375.Z9 H95
  A basic overview of the major topics associated with agency and partnership law is provided in this nutshell. It touches on the agency relationship, internal versus external matters and the law of unincorporated business enterprises. The Appendices include the Uniform Partnership Acts of 1914 and 1997, as well as the Uniform Limited Liability Company Act.

• Business Associations in a Nutshell (2nd ed., 2006) KF1384.Z9 S52
  This nutshell is written for students taking an introductory corporate law course (business associations, business organizations, etc.). Chapters focus on the formation, governance, dissolution, and financing of corporations, as well as other topics. Includes an index and a table of cases.
  
  
• Corporations : Examples and Explanations (5th ed., 2006 - ), KF1414.3 .S658
  This study guide covers all aspects of corporations from formation to shareholder voting rights to liquidity rights to fundamental corporate changes. This guide is written for the law student.
  
  
• The Law of Corporations in a Nutshell (5th ed., 2000), KF1414.3 .H35
  This is one of the lengthiest nutshells in print, indicating how complicated the law of corporations can be. Written as a study guide, this treatise touches on modern business forms, preincorporation transactions, shares and shareholders, and closely held, as well as publicly held corporations. An extensive glossary is included.
  
  
• Understanding Corporate Law (1999) KF1414 .P56
  Part of the Matthew Bender "Understanding" series, this title covers the basic material taught in standard courses in corporations and business associations. In fourteen chapters, the authors cover broad subject areas such as corporate formation, fiduciary duty, piercing the corporate veil, and mergers and acquisitions. Includes an index and tables of statutes and cases.

Other Resources

Associations & Organizations

• American Bar Association - Section of Business Law
  "The Mission of the Business Law Section is to serve the public, the profession and the Section by furthering the development and improvement of business law, educating Section members in business law and related professional responsibilities, and helping Section members to serve their clients competently, efficiently and professionally."
  
  
• Association of Corporate Counsel
  "The world's largest organization serving the professional and business interests of attorneys who practice in the legal departments of corporations, associations and other private-sector organizations around the globe."

Blogs

Delaware Corporate and Commercial Litigation Blog

Institute of Delaware Corporate & Business Law (Widener School of Law)

Delaware Business Litigation Report

Delaware Corporate Law Update

Related Research Guides

The Law Library has several other research guides which cover information related to corporate law, including:

• Accounting Research Guide
  This research guide describes resources in the Georgetown Law Library and on the Internet for researching U.S. and international accounting standards.
  
  
• Company Research Guide
  This guide will show you how to locate general business and company information using Lexis, Westlaw and various other databases available through the Edward Bennett Williams Library and Georgetown's Lauinger Library.
  
  
• Securities Law Research Guide
  This guide is intended as a starting point for research in securities law at the Georgetown Law Library. It includes both primary and secondary materials, in both print and electronic formats. It covers U.S. federal, U.S. state, international, and foreign securities law.
  
  
• Small Business Research Guide
  This guide describes specialized materials, both print and online, that might be useful as you do research on the topic of small businesses. In addition to these specialized materials, the Library has a comprehensive print collection of federal and state statutes, regulations, and cases on the fourth floor. The full text of most of these primary sources can also be searched online using Westlaw or Lexis.