LibGuides: Business and Corporate Law: Secondary Sources

Books and Treatises

The following books and treatises are authored by legal experts and provide a detailed overview of business and transactional law. Treatises in particular are a good place to find background information and references to primary sources. The following are a few of the business law books and treatises available at the UNC Law Library.

Business Organizations Law by James D. Cox and Thomas L. Hazen - KF1414 .C692 2016; available electronically via West Study Aids;

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.

Business Research Handbook: Methods and Sources for Lawyers and Business Professionals by Kathy E. Shimpock - KF 240 .S55

This book provides the best strategic approach to research. It gives you ready-to-adapt strategies that streamline & focus your information search, complete with: Procedures that progressively sift & regroup your research. Decision points that allow you to evaluate which steps remain The most cost-effective ways to take advantage of today's electronic media resources Efficient ways to retrieve the information your search has located. Easy-to-adapt sample research strategies are found throughout the book to help you confidently & quickly conduct your research in unfamiliar areas.

Bromberg and Ribstein on Partnership by Christine A. Hurt and D. Gordon Smith - available electronically via VitalLaw

This resource provides the most authoritative analysis of every general principle underlying partnership law and practical planning considerations. Consistently cited by the courts, Bromberg and Ribstein provide the most authoritative analysis of general and limited partnership law including formation of a partnership, partnership property, partners power to bind partnership, partnership responsibility for partner acts, partnership liability for wrongful acts, partners liability for partnership debts and enforcement of partnership rights and obligations.

Corporation Law by Franklin Gevurtz - available electronically via Westlaw Edge

This book clarifies rather than simply recites corporations law, while paying attention to correcting common misconceptions held among students about the subject. This book is also appropriate for courts and commentators seeking the appropriate resolution of issues of corporations law. Citations in this book are kept to a minimum and written in a user-friendly style.

Corporate Friction: How Corporate Law Impedes American Progress and What to Do about It by David Yosifon - KF 1414 .Y67 2018

In this timely, groundbreaking book, David Yosifon argues that the rule of 'shareholder primacy' is logically, ethically, and practically unsound, and should be replaced by a new standard that compels directors of our largest corporations to manage firms in a socially responsible way.

Fletcher Cyclopedia of the Law of Corporations - available electronically via Westlaw Edge

This treatise is widely recognized by attorneys and courts as the leading authoritative source of guidance in all matters of corporate law. It is the most comprehensive and most frequently cited corporate law resource available. For a century, it has helped attorneys and judges analyze the entire range of legal issues facing a corporation under state and federal law during the corporation's life cycle.

Law of Agency and Partnership by William A. Gregory - available electronically via West Study Aids

This treatise explains the basics essential of agency and partnership law, including recent developments.

Treatise on the Law of Corporations by James D. Cox and Thomas L. Hazen - available electronically via Westlaw Edge

This four volume treatise offers an authoritative, complete yet concise content on corporations and covers all areas of corporate law, as well as the origins of various doctrines and their contemporary manifestations in current statutes and case law.

Organizing Corporate and Other Business Enterprises - available electronically via Lexis+

This is a one-volume treatise detailing the various aspects of setting up small business enterprises. Among the business entities discussed are individual proprietorships, general and limited partnerships, closely held corporations, not-for-profit corporations, and limited liability companies.

Partnerships, Joint Ventures and Strategic Alliances - available electronically via Lexis+

This resource will help you dissect any proposed transaction, spot the issues that need to be addressed, and achieve a successful outcome. Discussions include: building a successful partnership, joint venture or strategic alliance; choice of entity considerations; fiduciary duties; tax and regulatory issues; exit mechanisms; and the role of lawyers. Leading experts offer their best strategies for negotiating joint ventures and alliances. This complete reference provides extensive guidance on drafting limited partnership, limited liability company, and nonentity strategic alliance agreements.

Restatement of the Law - Agency by American Law Institute - available electronically via Westlaw Edge

This work offers valuable guidance on business relationships, including those between officers and corporations, employees and employers, and real estate and other specialized agents and their clients. Application of agency doctrines to organizations is discussed at length with useful illustrations. Westlaw Edge makes the first, second, and third Restatements available.

Soderquist on Corporate Law and Practice by Linda O. Smiddy - available electronically via PLI Plus

This treatise provides a comprehensive view of corporate law and practice, discussing fundamental concepts, practice considerations, and recent developments. It presents the ways in which specialized areas of corporate law, particularly federal securities law and the law of unincorporated entities, intersect with and relate to corporate law. Covering all the major jurisdictions, including the Delaware General Corporation Law and the Model Business Corporation Act, as well as groundbreaking judicial rulings.

Treatise on the Law of Corporations by James D. Cox, Thomas Lee Hazen - available electronically via Westlaw Edge

This treatise features authoritative and complete yet concise content on corporations and covers all areas of corporate law, as well as the origins of various doctrines and their contemporary manifestations in current statutes and case law.

North Carolina

Basics of Business Law by the North Carolina Bar Association - KFN7613 .A75 B38

This program is developed for attorneys who are new to the practice of business law, as well as for more experienced attorneys seeking an update on recent legal developments. It includes overviews of business entity choice, corporate formation and LLC operating agreements.

North Carolina Corporations, Partnerships and Securities Laws Annotated - KFN7880.8.A3 N7

A single-volume reference to North Carolina statutes pertaining to the law of corporations, partnerships, and securities.

Robinson on North Carolina Corporation Law by Russell M. Robinson - KFN7613 .R62 7th; available electronically on Lexis+

An authoritative reference on corporation law in North Carolina. The latest edition is updated with complete coverage of the new laws affecting corporations in North Carolina, each edition maintains the style, reliability, and comprehensiveness of the earlier editions. It provides complete coverage of significant case law developments, placing a special emphasis on corporate control and governance.

Journals and Periodicals

Business Law Journals

The following journals provide scholarly articles, notes and comments on new and emerging topics within business and transactional law. The majority of these journals are available through HeinOnline's Law Journal Library - Business/ Economics. Several titles are listed below for reference. (Available electronically to UNC Community.)

American Business Law Journal

Berkeley Business Law Journal

Business & Bankruptcy Law Journal

Columbia Business Law Review (also available in the law library stacks at K3 .O482)

Corporate Governance Law Review

DePaul Business & Commercial Law Journal

Fordham Journal of Corporate & Financial Law

Journal of Business Law

Journal of Corporation Law

Journal of Management and Governance

Stanford Journal of Law, Business and Finance (also available in the law library stacks at K23 .T2648)

Business Law Periodicals

The following periodicals offer a variety of articles related to business and transactional law and are useful for keeping up-to-date on current events in the field.

ABA's Business Law Today

Barron’s

Bloomberg BusinessWeek

The Business Lawyer

Daily Business Review

Delaware Business Court Insider

Forbes

Fortune

Wall Street Journal

Study Aids

Study aids make excellent introductory resources by providing background information on business transactions and corporate law. They are good for starting research in a new area to obtain a broad overview of the topic. The online West Study Aids collection (available to UNC Law students and faculty) contains introductory resources for business and corporate law, including many of the titles listed below.

Agency, Partnership, and the LLC in a Nutshell by J. Hynes; Mark Loewenstein
ISBN: 9781634600156
Publication Date: 2015-11-24
This comprehensive guide explains the law of agency, partnership, and limited liability companies, and includes numerous references to the Restatement of the Law Third-Agency and the most recent versions of the partnership and LLC statutes. The authors seek to provide concise and accurate explanations of fundamental principles in these areas of the law as well as useful applications of those principles.
Agency, Partnerships & LLCs by Stephen M. Bainbridge
Publication Date: 2019
This text provides a reader-friendly, accessible overview of unincorporated business associations. While emphasizing the doctrinal issues taught in today's unincorporated business associations classes, it places significant emphasis on economic analysis of the major issues in that course. The third edition has been comprehensively updated.
Corporation Law by James D. Cox; Thomas Lee Hazen
ISBN: 9781614385509
Publication Date: 2013-12-07
Corporate Counsel Guides: Corporation Law examines the key rules, regulations, and duties governing a corporation, and includes completely up-to-date information on recent Delaware and other leading decisions focused on fiduciary obligations and duties in corporate acquisitions; state and statutory developments affecting corporations. Also available in print ( KF1414 .C685 2012).
Corporations by Alan R. Palmiter
Call Number: KF1418 .S65 2015
ISBN: 9781454850168
Publication Date: 2015-02-03
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 exampeles 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.
Gilbert Law Summaries, Corporations by Jesse Choper; James Cox
ISBN: 9781634598828
Publication Date: 2015-12-24
This outline clearly examines the full range of issues that arise in classes focused on business organizations. The central distinctions among business forms such as general and limited partnerships, limited liability corporations as well as close and public corporations. Both federal and state statutes that regulate the affairs of corporations are examined. The legal requirements for their formation, operation and management. Also includes shareholders' right to inspect records, shareholders' suits, capitalization, dividends, redemption of shares, fundamental changes in corporate structure, and applicable conflict of laws principles. Contemporary practices and legal provisions addressing corporate governance are described. Special attention is given to the fiduciary obligations of owners and managers as well as the governance rights of shareholders. The materials provide detailed coverage of the federal provisions addressing proxy solicitations, insider trading, disclosure requirements and the scope of the anti-fraud provision Rule 10b-5. The outline provides comprehensive treatment of a wide range of mergers and acquisition issues including the procedural requirements to effect acquisitions, the fiduciary obligations to defend and transfer control, and the intricate case law surrounding self-dealing acquisitions.
Examples and Explanations: Agency, Partnerships and LLCs by Daniel S. Kleinberger
Call Number: KF1345.Z9 K6 2017
ISBN: 9781454850120
Publication Date: 2017-08-04
A favorite classroom prep tool of successful students that is often recommended by professors, the Examples & Explanations (E&E) series provides an alternative perspective to help you understand your casebook and in-class lectures. Each E&E offers hypothetical questions complemented by detailed explanations that allow you to test your knowledge of the topics in your courses and compare your own analysis.
Exam Pro Objective on Business Associations by Jens C. Dammann
Publication Date: 2016
Exam Pro-Objective on Business Associations is a study aid that helps law students prepare to take their Business Associations exam. Taking the sample objective exams and using the corresponding answers and analysis provides students with a more thorough understanding of Business Associations and a better understanding of how to take exams.
Gilbert Law Summary on Agency, Partnership and LLCs by Richard Conviser
ISBN: 9781628100204
Publication Date: 2014-09-30
The topics covered in Agency, Partnership, and Limited Liability Companies are rights and liabilities between principal and agent (including agent's fiduciary duty, principal's right to indemnification), contractual rights between principal and third persons (including creation of agency relationship, authority of agent, scope of authority, termination of authority, ratification, liability on agents contracts), and tort liability (including respondeat superior, master-servant relationship, scope of employment). Also included are property rights of partner, formation of partnership, relations between partners (including fiduciary duty), authority of partner to bind partnership, dissolution and winding up of partnership. Formation, operation, and dissolution of limited partnerships and limited liability companies, as well as mergers and conversions of these entities, are also covered.
The Law of Corporations in a Nutshell by Richard Freer
Call Number: KF1414.3 .H35 2016
ISBN: 9781634597012
Completely revised and updated, conversational in tone, the book features hypotheticals to illustrate key concepts. Comprehensive yet concise, it addresses the theory of the firm as well as the nuts-and-bolt of corporate law including separate consideration of specialized issues raised by closely-held and public corporations.
Principles of Business Organizations by Richard Freer; Douglas Moll
Call Number: KF1355 .F74 2018
ISBN: 9781634607612
Publication Date: 2018-03-21
Written in a clear and informative style, and chock full of examples and illustrations, this book examines the legal rules and doctrines associated with running a business--from formation to dissolution to everything in between. These rules and doctrines are explored within the context of the various organizational forms in which a business may be operated. Thus, reading this book will provide you with a solid grounding in the law of agency, general partnerships, corporations, limited partnerships, limited liability partnerships, and limited liability companies.
Principles of Corporate Governance: Analysis & Recommendations by American Law Institute
Publication Date: 2010
This text examines duties and responsibilities of directors and officers of business corporations. Authored by the American Law Institute (ALI), the text consists of introductory notes, rules of law in the ALI's standard black-letter format, corporate practice recommendations, and comments, all of which express the ALI's views. It also includes Reporter's Notes, which reflect the views of the Reporters and describe sources they considered relevant.
Short and Happy Guide to Business Organizations by David Epstein
ISBN: 9781634594738
Publication Date: 2016-02-19
"Short and Happy"? This book is indeed "short" - much shorter than any other student guide. The reason is that other student guides are written to help you understand your business associations/organizations course, to get you through 42 or 56 class hours. This student guide is different. It is written to help you understand your prof's final exam questions - to get you through a 3 or 4 hour exam. Rather than teaching you how cases and concepts are applied in the real world, this book teaches you how cases and concepts need to be applied in the "unreal" world of law school exams. This is the book to read after you have spent the semester working on law review (Or was it clinic? Or client counseling competitions? Or Kundalini yoga? Or shape note singing?) instead of Business Associations. As Camus (and Noreen Vanderslice) might counsel, "Don't be Sisyphus. Buy and read this book."
Sum and Substance Audio on Corporations (audiobook online) by James Cox
ISBN: 9781634592659
Publication Date: 2015
This audio lecture brings the corporations course to life simply and succinctly. It discusses the nature, attributes, and formation of a corporate entity along with various contingencies. Among the topics examined are rights and powers of corporate directors, officers, and shareholders, including their fiduciary obligations; proxy solicitations under section 14(a); close corporation provisions and agreements; dissolution; fiduciary matters; state regulation of insider trading; short-swing profits under section 16(b); derivative suit litigation; issuance of stock; dividends and other shareholder distributions; and fundamental corporate changes.
Understanding Corporate Law by Arthur R. Pinto
Call Number: KF1414 .P56 2013
ISBN: 9780769865126
Publication Date: 2013-07-01
This book 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.