Corporations Research Guide

This research guide will introduce you to many of the basic print and electronic corporation resources available to the Penn Law community.  While there are many specialized areas of corporate research, such as mergers and acquisitions, which can be included within this guide, more focused assistance is perhaps best left to the Biddle reference staff.

To perform corporate research, as is the case with other areas of legal research, it is best to begin with secondary materials such as treatises, journal articles, and looseleaf services.   Secondary authority may allow you to identify relevant primary authority, such as statutes, cases, and regulations.   Secondary authority is also invaluable in providing a  framework, which explain and analyze relevant primary authority.

• To provide an overview by explaining and interpreting the law within a contextual framework.
• To locate primary and secondary sources.
• To identify legal issues and terms of art.

Types:

• • Treatises
    • Balotti and Finkelstein's Delaware Law of Corporations and Business Organizations.  By R. Franklin Balotti and Jesse A. Finkelstein. 3rd ed. (Aspen Law & Business 1999-).  Biddle:  KFD213 .B35 1997.   Westlaw:  view resource AFTER logging into WestlawNext account.
      • "Updated with the latest legal and court developments, this time-honored resource takes you step by step through all aspects of establishing and operating organizations incorporated in Delaware. Comprehensive in scope, and authoritative in content, its timely coverage presents:
        • Full discussions of legal precedents as interpreted by the Delaware courts - from decisions defining the roles of directors in mergers and acquisitions to emerging doctrines applicable to unsolicited takeovers, new valuation standards and more
        • The complete statutory framework underlying Delaware corporate law and business organizations, including the newest 2011 amendments to the General Corporation Law
        • Practical strategies to resolve legal issues and accomplish corporation transactions
        • More than 100 model forms to help resolve any problem or complete any purpose related to the establishment or operation of a Delaware business entity
        • Discussion of developments in corporate governance and director and officer liability issues"
    • Blumberg on Corporate Groups. By Phillip I. Blumberg...[et al.]   2nd ed. (Aspen Publishers 2005).   Biddle: KF1465.B54 2005
      • "The new five volume Blumberg on Corporate Groups, 2nd Edition provides a complete treatment of corporate groups and the legal interrelationships of their component parent, subsidiary and affiliated companies. It offers in-depth coverage of statutory and judicial law, federal and state, that affects parent and subsidiaries, franchisors and franchisees, licensors and licensees, health care institutions and medical staff as well as other corporate groups."
      • "Traditional corporation law and 'piercing the veil' no longer provide adequate guides to the law of parent and subsidiary corporations. In numerous areas, courts and legislatures are today allocating legal rights and liabilities according to modern enterprise principles. Blumberg's ground-breaking analysis of the law of corporate groups, with thousands of cases and detailed review of major regulatory areas provides the bench, the bar and the academy with a comprehensive review of the new legal principles at work."
    • Business Organizations Law.  By James D. Cox and Thomas Lee Hazen.  4th ed. (Hornbook Series) (West 2016).   Biddle:  Reserve Reading Room KF1414.C694 2016
      • "Clear, succinct, descriptions of the reasoning and policy issues underlying corporate law that is accessible to law students with no business or economic background. The 2016 edition is thoroughly updated to include recent U.S. Supreme Court, Delaware and other leading decisions and regulatory developments that impact the fiduciary obligations and duties in corporate transactions, governance, and management of corporations and LLCs, as well as benefit corporations, including rules implementing important provisions of the Dodd-Frank Act of 2010 and the Jobs Act of 2012 that have changed, the landscape of securities fraud suits in the federal courts, new discussions of unincorporated forms of business, insightful explanations of such news-making issues as corporate governance and director liabilities, and coverage of LLCs and LLPs."
    • Corporation Law.  By Franklin Gevurtz.  2nd ed. (West 2010).   Biddle:  Reserve Reading Room KF1414.G48 2010.
      • "This Hornbook clarifies rather than simply recites corporations law, while paying attention to correcting common misconceptions held among students about the subject. Also appropriate for courts and commentators seeking the appropriate resolution of issues of corporations law. This book is written in a 'user-friendly' style, with citations kept to a minimum. The second edition incorporates the major developments in corporate law in the decade since the first edition was published."
    • Corporations:  Examples and Explanations.  By Alan R. Palmiter.  8th ed. (Wolters Kluwer 2015.   Biddle:  Reserve Reading Room KF1414.85 .P35 2015
      • "A favorite among successful students, and often recommended by professors, the unique Examples & Explanations series gives you extremely clear introductions to concepts followed by realistic examples that mirror those presented in the classroom throughout the semester. Use at the beginning and midway through the semester to deepen your understanding through clear explanations, corresponding hypothetical fact patterns, and analysis. Then use to study for finals by reviewing the hypotheticals as well as the structure and reasoning behind the accompanying analysis. Designed to complement your casebook, the trusted Examples & Explanations titles get right to the point in a conversational, often humorous style that helps you learn the material each step of the way and prepare for the exam at the end of the course."
    • The Delaware Corporation [electronic resource]: Legal Aspects of Organization and Operation.  By A. Gilchrist Sparks III and Frederick H. Alexander.   (Bureau of National Affairs  2004-)    Bloomberg BNA:  View resource AFTER logging into Bloomberg BNA.
      • "The Delaware Corporation: Legal Aspects of Organization and Operation, describes the basic legal aspects of organizing and operating a Delaware corporation. It is designed to lead the practitioner step-by-step through the process of incorporating and organizing a Delaware corporation."
    • Delaware Corporation Law & Practice.  By David A. Drexler et al.  (Matthew Bender &
      Co. 2012-)   Lexis:  View resource AFTER logging into Lexis
      • "The principal objective of this volume is to provide a working guide to corporation law as practiced in Delaware. It is not a how-to handbook. Rather we have attempted to outline the factors which should be considered in handling specific corporate problems to help the lawyers working in the field to develop their own strategies."
    • Fletcher Cyclopedia of the Law of Corporations. By William Meade Fletcher. (Thomson/West 19--) Westlaw: view resource AFTER logging into Westlaw account.
      • "Regarded by attorneys and judges as the leading authoritative source of guidance in all matters of corporate law for nearly a century, Fletcher Cyclopedia of the Law of Corporations provides comprehensive coverage of state and federal corporate law, analyzes the entire range of legal issues facing a corporation during its life cycle, and includes thousands of references to relevant federal and state cases and statutes."
    •  Folk on the Delaware General Corporation Law. By Edward P. Welch, Roberts S. Saunders, and Jennifer C. Voss.   6th ed. (Wolters Kluwer Law & Business 2014-)  Biddle:  KFD213.F59 2014 
      • "Folk on the Delaware General Corporation Law is regularly cited by courts in states other than Delaware. Its section-by-section coverage makes it easy to quickly find the complete law text and analysis, including astute commentary on recent legislation and the most significant cases (including unreported opinions) with special attention to the more complex areas of practical concern."
    • Laws of Corporations and Other Business Enterprises.  By Harry G. Henn and John R. Alexander. 3rd ed. (Hornbook Series) (West Publishing Co. 1983).  Biddle:  Reserve Reading Room KF1414.H45 1983
      • "Recommended by more law school professors than any other study guide, Hornbook Series provide an in-depth explanation of the law. The many footnotes to primary law and secondary sources make Hornbooks a useful reference guide for students and practicing attorneys alike."
      • "Provides expert analysis of corporate and unincorporated business. Each topic includes a summary, coverage of the laws, and guides to further information and research. Text overviews major tax aspects, securities regulation, antitrust aspects, Uniform Commercial Code (UCC), and other relevant acts. Addresses national securities exchange requirements, bankruptcy, and corporate reorganizations. Also examines current propositions for corporate governance, burden of proof, right to jury trial, collateral estoppel, 'independent' litigation committees, and board of directors' oversight committees."
    • Law of Corporations in a Nutshell.  By Robert W. Hamilton.   6th ed. (Thomson/West 2011) Biddle:  Reserve Reading Room KF1414.85 .H35 2011
      • "Completely revised and updated, conversational in tone, it features illustrative hypotheticals. Comprehensive but concise, with organization following the life-cycle of the corporation -- from formation through dissolution. Addresses the theory of the firm and the nuts-and-bolts of corporate law, including special issues raised in closely-held and public corporations. Up-to-date discussion of Sarbanes-Oxley and federal securities law provide broad background. Even sociology majors need not fear the discussion of financial concepts, which are set up with helpful examples."
    • Model Business Corporation Act Annotated: Model Business Corporation Act with Official Comment and Reporter's Annotations. 4th ed. (ABA Section of Business Law 2008-)   Biddle:  KF1404.52 A65 2008.   Bloomberg Law:  Practice Centers>>>Corporate>>>Laws & Regulations>>>State Forms of Business>>>Business Corporation Laws>>>ABA Model Act.
      • "The Model Business Corporation Act Annotated (4th edition) contains the complete text of the Model Business Corporation Act (the 'Model Act'), together with Official Comment and Reporter's Annotations for each section. The Model Act was promulgated and approved by the Committee on Corporate Laws of the Section of Business Law of the American Bar Association.”
      • "The Model Act is designed as a free-standing general corporation statute that can be enacted substantially in its entirety by a state legislature. Thirty-one jurisdictions have adopted all or substantially all of the Model Act as their general corporation statute,¹ and three others have statutes based on the 1969 version of the Act.² Many other states have adopted selected provisions of the Model Act.”
    • Soderquist on Corporate Law and Practice.  By Linda O. Smiddy and Lawrence A. Cunningham.  4th ed. (Practising Law Institute 2012).  Bloomberg Law:  view the resource AFTER logging into your Bloomberg Law account.
      • "[S]oderquist on Corporate Law and Practice provides a clear and comprehensive treatment of the major areas of corporate law, focusing on the Model Business Corporation Act and the Delaware corporation statutes, and emphasizes the ways in which corporate lawyers solve problems and help companies grow."
      • "Soderquist on Corporate Law and Practice enables attorneys to help companies assume the business form that best works for them, satisfy duties of care and loyalty, meet new management certification and financial disclosure requirements, achieve balanced governance structures, grow via sound equity and debt capitalization, negotiate successful corporate control transactions, and minimize their liability exposure."
    • Treatise on the Law of Corporations, 3d.  (Westlaw 2011).  By James D. Cox and Thomas Lee Hazen.  Westlaw:  view the resource AFTER logging into your Westlaw account.
      • "This treatise  provides a comprehensive analysis of all areas of corporate law, examining contrasting judicial and statutory approaches in both contemporary and historical settings."
      • "This successor  to the classic work on corporations, Ballantine on Corporations, provides a comprehensive analysis of all areas of corporate law, examining contrasting judicial and statutory approaches in both contemporary and historical settings. In each chapter, the authors review the historical origins of the various doctrines and describe their contemporary manifestations in detail. The provisions and principles of the Model Business Corporation Act and major non-Model Act jurisdictions are examined throughout."
    • Understanding Corporate Law, 4th ed.  (LexisNexis 2013)  Biddle:  Reserve Reading Room KF1414 .P56 2013
      • "Understanding Corporate Law, Fourth Edition, is designed to assist students by offering a clear and comprehensive treatment of key concepts in corporate law. It is a popular study guide for students and has been used by professors to supplement their casebook or as recommended reading."
      • "In each chapter, the authors identify important policies and discuss the relationship of the law as it has developed to those policies. Statutory issues are addressed under both the General Corporation Law of the State of Delaware and the Revised Model Business Corporation Act. In addition, significant sections from the Principles of Corporate Governance of the American Law Institute are covered. The corporate scandals of 2001 and 2002, the enactment of the federal Sarbanes-Oxley (2002), Dodd-Frank(2010), and JOBs (2012) Acts, and the financial crisis of 2008 are also covered. Chapter 11 now incorporates significant new material on limited liability companies (LLCs)."
  • Law Reviews & Journals
    • Brooklyn Journal of Corporate, Financial and Commercial Law
      • "The Brooklyn Journal of Corporate, Financial and Commercial Law was founded in 2005 as a student-run business law journal, specializing in corporate, financial and commercial law subjects, including securities and bankruptcy law. The Journal hosts an annual symposium devoted to a business-related topic, at which current and significant questions of legal policy can be addressed by both academics and practitioners."
      • Biddle:  E-resource; Bloomberg Law:  Practice Centers>>>Corporate/M&A; WestlawNext:  Topics>>>Corporations.
    • Delaware Journal of Corporate Law.   
      • "Because the Journal is situated in Delaware, the heart of American corporate activity, it is in a unique position to maintain a corporate law focus."
      • Biddle:  E-resource; Biddle: Per D; Bloomberg Law:  Practice Centers>>>Corporate/M&A; WestlawNext:  Topics>>>Corporations.
    • DePaul Business & Commercial Law Journal
      • "The Journal is ranked sixth among corporate law journals for its citations in federal and state courts, eighth for its citations in law journals, tenth for its combined ranking and eleventh in its academic impact."
      • "The Journal is ranked seventh among commercial law journals for its citations in state and federal courts."
      • Biddle:  E-resource; Biddle:  Per D; WestlawNext:  Topics>>>Corporations
    • Fordham Journal of Corporate & Financial Law  
      • "Publishes scholarly articles of relevance to the business and legal community, and provides a journal for students and professionals to publish on current issues in finance, securities and tax law. Includes Articles, Case Notes, Book Reviews, Essays, Symposia and Conference Proceedings."
      • Biddle:  E-resource; Bloomberg Law:  Practice Centers>>>Corporate/M&A; WestlawNext:  Topics>>>Corporations.
    • Journal of Corporation Law  
      • "The Journal of Corporation Law is the nation's oldest student-published legal periodical specializing in corporate law."
      • "The Journal's philosophy is to provide quality articles examining subjects of current importance to businesses, scholars, and the practicing bar."
      • Biddle:  E-resource; Biddle:  Per J; Bloomberg Law:  Practice Centers>>>Corporate/M&A; WestlawNext: Topics>>>Corporations
    • University of Miami Business Law Review 
      • "[T]he University of Miami Business Law Review publishes scholarly articles, comments, and case notes addressing a wide range of business-related issues. The Review covers a breadth of cutting-edge topics...."
      • Biddle:  E-resource; Biddle:  Per B & Per U;

• • News and Current Awareness:
    • Bloomberg Law:  Practice Centers>>>Corporate>>>News
      •  A variety of news and legal blogs such as "Mergers  & Acquisitions Law Report" and "Securities Law Daily."
    • Westlaw:  
      • Westlaw Journal Corporate Officers & Directors Liability
        • "This database provides nationwide coverage of litigation and legislation involving the individual liability of corporate officers and directors and corporate governance issues. Coverage begins with November 1996"
      • Westlaw Journal Delaware Corporate
        • "This database contains summaries of rulings issued by the Delaware Supreme Court, the Delaware Superior Court, the Delaware Court of Chancery, and the U.S. District Court for the District of Delaware concerning corporate issues. Topics include disclosure, bylaws, fiduciary duty, proxy issues, appraisal, indemnification, and partnership disputes. Coverage begins with November 1996."
      • Westlaw Journal Mergers & Acquisitions
        • "This database covers recent developments in litigation involving leveraged buyouts and acquisitions, including antitrust, class action, insurance, and restructuring issues. Coverage begins with December 1996."