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Business Organizations & Securities Law: Business Organizations

This guide lists and describes resources for researching the law of business organizations and securities.

Description of Resources

Study guides are intended for law students learning about a particular body of law, and may include subject outlines or practice questions.

Treatises are intended for practitioners, and provide more in-depth guidance. They may include sample forms or checklists, and are usually updated periodically to reflect new developments in the law. If you are researching an area of law that you are unfamiliar with, finding a treatise covering the subject is a good way to get started. Most of the LRC's treatises are available electronically through Westlaw, Lexis, or Bloomberg Law.

Current awareness tools gather recent news, cases, and legislative/regulatory developments, helping practitioners stay up-to-date on a particular area of law. If your practice or research focuses on a particular area of law, you may find it convenient to set your Bloomberg, Lexis, or Westlaw home page to the current awareness page for your specialty area.

Each of the three major legal databases offers practice-specific pages collecting resources on particular areas of the law.

Business Organizations

Corporations and partnerships are the dominant business structures in the U.S. They are legal entities which are distinct from the people who own them and run them. Doing business through corporate entities allows entrepreneurs to separate their personal liabilities and assets from their business liabilities and assets, and can also help in matters such as raising capital, contracting with third parties, and buying and selling businesses or assets.

A person wishing to form a corporation or partnership must file the appropriate documents with the state regulatory body (typically the secretary of state). There are a variety of different types of entity to choose from, each with their own implications for the entity's's governance, ownership structure, and taxation. Some of the different forms include limited liability partnerships (LLPs), limited partnerships (LPs), and limited liability companies (LLCs).

The rules governing the formation and governance of business organizations are primarily set by state law. An entity may be incorporated in a state other than the state it does business in, with Delaware being the most popular jurisdiction for incorporations. 50-state surveys of state corporation laws are available through the Cornell Legal Information Institute (public access),and  Bloomberg Law (Drexel proxy required). 

There has been a trend towards standardization and the adoption of model codes. The Model Business Corporation Act (Drexel proxy required) promulgated by the American Bar Association has been adopted in whole or in substantial part by thirty-two states,  and the Uniform Partnership Act (public access) has been adopted in whole or part by all states except Louisiana. Model acts can be good resources for discussing general principles of corporation law, but if you are researching the laws of a particular jurisdiction, you should examine that state's law directly rather than the model act. Delaware and Pennsylvania have not adopted the Model Business Corporation Act.

Study Guides - LRC Law Reserves

Study Guides - eBooks

The LRC also offers access to corporate law study guides in eBook format. You can read the books online in any browser on a number of devices, including PC, Mac, iPad/iPhone, or Android devices.

The Center for Computer-Assisted Legal Instruction (CALI) offers a number of online video lessons relating to corporate law. CALI lessons are free for Drexel students. You can pick up a password card at the LRC reference desk

Treatises - LRC