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Entrepreneurial Law Research

This guide provides an overview of legal resources and tools for researching entrepreneurial law at UNC School of Law.

Introduction to Start-Up Resources

Start-ups are new companies or projects created by entrepreneurs. Though all new businesses can usually be considered start-ups, the term is often used to refer to businesses that are intended to grow beyond their founders. Working with or for start-ups can require a wide range of legal research, including entity formation, capital raising, corporate governance and housekeeping, shareholder relations, real estate and insurance issues, acquiring and protecting intellectual property, data privacy, software and information technology issues, commercial transactions, liquidity events, workplace and labor issues with employees, contractors, and service providers, and employee compensation and benefits.

Conducting legal research in this field parallels legal research in other fields in many ways; researchers will want to consult a variety of secondary sources and primary law. The primary law will include statutes, regulations, and cases, as well as supporting documentation like guidance materials from regulatory agencies. There are a number of publications specifically directed towards start-ups, including specialized treatises, toolkits on legal research databases, and free web resources provided by governments or by non-profits that assist start-ups. This section of the Entrepreneurial Law Guide provides links to various types of secondary sources available to researchers, which will identify multiple source options for locating and searching within this material and moving to primary law sources.

Start-Up Toolkits

Westlaw, Lexis, and Bloomberg offer practical guidance and toolkits specific to start-ups. These resources provide access to standard documents and clauses, checklists, and how-to guides that are frequently updated. You can browse content by practice area, resource type, or jurisdiction, or search across the database. Some recommended materials include:

  • Startup Company Toolkit (West): This toolkit provides practical guidance that assists startup companies and their attorneys address the wide range of legal issues facing new business ventures, including entity formation, intellectual property, and employment law.
  • Start-Up Companies - Avoiding Key Legal Mistakes Checklist (Lexis Practice Advisor): This checklist highlights the key legal issues that should be considered when a company first starts, including choosing the appropriate legal entity, acquiring and protecting intellectual property (IP), complying with the federal and state securities laws, complying with federal and state labor and employment laws, utilizing social media to achieve business ends, cybersecurity and privacy issues, and supplier and customer relationships.

Helpful Texts

There are many practice materials and monographs that can assist in researching legal issues for start-ups. They can provide information about primary law and practical guidance on navigating common issues. Some are written by attorneys and others by entrepreneurs themselves who specialize in certain subjects. Some recommended materials include:

Brown, Robert L. and Alan S. Gutterman. Emerging Companies Guide: A Resource for Professionals and Entrepreneurs. Chicago, Ill. 2011. [Online]

Published by the ABA, this text contains a number of essays and practical advice covering topics like preparing a business plan, tax aspects of forming a business, tax compliance, technology and intellectual property rights, human resources, marketing and public relations, estate planning, and more.

Center for the Utilization of Federal Technology, U.S. Dept. of Commerce. Directory of Federal and State Business Assistance. Springfield, Va., 1986-. [HD2346.U5 D5 1986/1987].

This government publication provides a guide to innovation resources and planning for smaller businesses, including a comprehensive list of programs available in all 50 states, U.S. territories, and on the federal level.

Harroch, Richard D. Start-up & Emerging Companies: Planning, Financing, and Operating the Successful Business. Law Journal Press, 2013-. [Online]

Regularly updated, this text targets legal issues for start-ups and emerging business, covering topics like choice of entity, mechanics of forming corporations and LLCs, federal and state securities law, venture financing, and more.

Pakroo, Peri H. The Small Business Start-up Kit. Berkeley, California, Nolo, 2014. [KF1659 .P35 2014].

This resource addresses how to set up a small business, paying particular attention to state and local bureaucratic issues.

Pakroo, Peri H. The Women's Small Business Start-up Kit: A Step-by-Step Legal Guide. Berkeley, Cali., 2014. [HD6053 .P53 2014]

This resource, based on Pakroo's other works on small business start-ups, provides general advice as well as focusing on women's business-related issues like programming that gives preferences to women-owned businesses and balancing work, children, and family relationships.

Petillion, Lee, and Robert Joe Hull. Representing Start-Up Companies. St. Paul, Minn., Thomson Reuters, 2010. [Online].

This resource covers issues typically confronting start-up companies. Topics include: organization, capitalization, and control structures.

Sherman, Richard J. Raising Capital: Get the Money You Need to Grow Your Business. New York: AMACON, 2012. [Online].

Raising Capital does this by providing the tools for building business plans, preparing loan proposals, drafting offering materials, and more.

Steingold, Fred. Legal Forms for Starting & Running a Small Business. Berkeley, Cali. 2016. [KF1659 .A65 2016] [Online]

This text provides common legal forms for starting a small business, including forms to write contracts, record minutes of meetings, hire employees and consultants, borrow or lend money, protect your trade secrets, buy a business, create non-compete agreements, lease commercial space, prepare corporate bylaws, buy real estate, and much more. Though careful attorneys and business owners will want to pay attention to jurisdictional requirements and adapt forms for their needs, this text is a good place to start.

Selected Treatises on Corporation Law, Agency/Partnership, and Employment Law

 

Balotti, R. Franklin and Finkelstein, Jesse A. The Delaware Law of Corporations and Business Organizations. 3rd ed. New York, NY : Wolters Kluwer, 2017- [Online]. 

This comprehensive guide covers all the necessary aspects of establishing and operating corporations, as well as other business entities and organizations in Delaware. Included are full discussions of Delaware court cases and the statutory framework underlying Delaware corporations and business.

Callison, William J. and Sullivan, Maureen A. Partnership Law and Practice: General and Limited Partnerships. St. Paul, MN : Thomson Reuters, 2010 - [Online].

This treatise examines all substantive areas of general and limited partnership law, and focuses on recent developments in the law. Topics include: choosing an entity, financing, property management, rights and duties of partners, and dissolution among others.

Cox, James D. and Hazen, Thomas Lee. Business Organizations Law. 4th ed. St. Paul, MN : West Academic Publishing, 2016 [KF1414 .C692 2016] [Online]. 

This one-volume treatise provides 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. 

Cox, James D., and Hazen, Thomas Lee. The Law of Corporations. St. Paul, MN : West/Thompson Reuters, 2010- (2018-19 Supplement) [KF1414 .C69 2010] [Online].

This major treatise aims to provide a comprehensive analysis of all areas of corporate law. The authors analyze judicial and statutory approaches to corporate law in the historical setting as well as modern day. Model Business Corporation Act and non-Model Act jurisdictions are examined.

Glover, Stephen I. et al. Partnerships, Joint Ventures and Strategic Alliances. Law Journal Press, 2013- [Online].

This practice-oriented treatise is heavy on strategies for understanding, negotiating and spotting potential problems while drafting documents for partnerships, joint ventures and other alliances. It includes checklists, sample language and forms to be used for deal documents.

Lareau, Peter N. Labor and Employment Law. Matthew Bender & Company, 2013- [Online].

Labor and Employment Law covers many areas of interest, including employment discrimination, the Americans with Disabilities Act, Pensions and Benefits, Wages and Hours, Arbitration and other, general employment law provisions.

Larson, Lex K. et al. Employment Discrimination. 2nd ed. New York : M. Bender, 1994- (2017 Supplement) [KF3464 .L37 2nd] [Online].

This text covers most areas of employment discrimination law, including discrimination based on sex, race, religion, and national origin.  It also covers narrower areas of employment discrimination, including discrimination over employee heath (AIDS discrimination), sexual orientation, and genetic discrimination.

Lindemann, Barbara T. Employment Discrimination Law. 5th ed. Arlington, VA : Bloomberg BNA, 2012 (2017 Supplement) [KF3464 .L56 2012] [Online].

This comprehensive treatise covers theories of discrimination, prohibited bases of discrimination, employment actions, the parties, procedural issues, other sources of protection, and remedies and resolution.  It focuses primarily on federal law, including case law and legislation.

Perritt, Henry H., Jr. Civil Rights in the Workplace. 4th ed. New York : Wolters Kluwer, 2018 (2020-21 Supplement) [KF3464 .P48 2018].

Written for attorneys—both plaintiff and defense counsel—this work covers all aspects of civil rights as they are protected in the employment context, particularly with respect to litigation.  By examining legislation, case law and other primary law, this work purports to be an up to date and comprehensive source.

Robinson, Russell M., II. Robinson on North Carolina Corporation Law. 7th ed. Newark, NJ : LexisNexis/Matthew Bender, 2002- (2018 Supplement) [KFN7613 .R62 7th] [Online].

This resource combines treatise-like analysis of corporation law in North Carolinaincluding case law and statutory analysiswith forms of a variety of corporate legal documents. Forms range from document templates to collections of sample language to be used to invoke particular legal constructs.

Rothstein, Mark A. et al. Employment Law. 4th ed. St. Paul, MN : West Academic Publishing, 2019 [KF3455 .E477 2019]  [Online].

This treatise is organized through the employment relationship, from offer to termination.  It does not cover employee organization or collective bargaining.  As a work aimed at students with little experience in the topic, citations are kept to a minimum to avoid overwhelming readers and to focus on the basic principles.

Snyder, James E., Jr. Snyder North Carolina Corporation Law and Practice. 4th ed. Eagan, MN : Thomson West, 2003- (2018 Supplement) [KFN7613 .N67 2003] [Online].

This resource contains a variety of business forms for everything from incorporation to settlements and release agreements. Beyond corporate forms, there are forms for other business entities, including: Limited Liability Companies, Limited Partnerships, Limited Liability Partnerships, Registered Limited Liability Limited Partnerships, Professional Corporations, Professional Limited Liability Companies, General Partnerships and Cooperative Associations.

Web Resources

Many resources across the internet can provide assistance for legal researchers interested in start-ups. These include government websites, sites run by non-profits or for-profit companies, blogs or other advice from experts, and even videos from law professors. Some recommended sites include: