Corporations

An encyclopedic examination and analysis of the interrelationships of the component parts of a corporate group (parent, subsidiary & affiliate companies) across the full spectrum of the law, procedural and substantive, statutory and common law, during solvency and bankruptcy. It offers in-depth coverage of both statutory and case law (federal and state), franchising and licensing, health care, public utility regulation, and foreign trade law.

Covers the formation and operation of the various types of business entities. The emphasis is on partnerships and especially corporations, but all other entities are also examined. The corporate material includes extended discussion of corporate purposes and powers, distribution of corporate control, dividends, corporate finance, corporate creditors, close corporations, issues affecting shareholders, the rights and duties of corporate officers and directors, corporate redemptions and spin-offs, securities regulation, mergers and acquisitions, and corporate dissolution and liquidation. The tax analysis encompasses corporate taxation, state taxation, and taxation of partnerships, executive compensation, mergers and acquisitions, and dissolution and liquidation. Also addressed are tax accounting and corporate financial accounting.
Lexis (ID and password required)
LexisNexis Digital (Access limited to NYLS community)

A guide to the antitrust, tax, corporate, securities and financial aspects of business combinations with extensive forms, charts and tables. It covers if a merger is anticompetitive under domestic and foreign antitrust laws and Justice Department guidelines, when the antitrust laws apply to transnational mergers, Hart-Scott-Rodino Act issues, arranging a transaction at the lowest tax cost, takeover fights, finders and business brokers, complying with securities laws, labor laws, and limiting liability under the acquired company's benefit plans.
Lexis (ID and password required)

Provides comprehensive coverage of state and federal corporate law. It analyzes the entire range of legal issues facing a corporation during its life cycle and includes references to relevant federal and state case law and statutes. The information is arranged in a variety of ways to help pinpoint the exact subject matter being researched. It also includes cross-references to Fletcher Corporation Forms Annotated.
Westlaw (ID and password required)

The requirements of the FTC Franchising Rule, including the text of the Rule; state and federal disclosure; and registration requirements, including the text and analysis of the new Uniform Franchise Offering Circular (UFOC); the franchise relationship; clause-by-clause analysis of franchise agreements; franchise alternatives, distributorship, leases, branch operations and limited partnership.
Lexis (ID and password required)

Addresses virtually every aspect of D&O liability, loss prevention and financial protection, providing the expert insight and practical perspective when counseling corporate directors and officers. With a full examination of all potential bases for liability -- from breaches of basic duties to specific claims arising under intellectual property, employment, environmental and securities laws -- and complete analysis of indemnification and insurance issues, this source offers direction on how best to protect against, or if necessary, respond to, liability issues.
Lexis (ID and password required)

RESERVE
Mergers, Acquisitions and Buyouts deals not only with the federal income tax aspects of acquisitions, but also (although somewhat more briefly) with many of the other aspects of acquisitions, including state corporate law, securities law, accounting, fraudulent conveyance law, antitrust reporting, and contract terms that are important in negotiating, structuring, and effectuating an acquisition.
Volumes 1 - 4: Transactional Analysis
Volume 5: Sample Acquisition Agreements with Tax and Legal Analysis
VitalLaw (Access limited to NYLS community)

MBCA is a model set of laws prepared by the Committee on Corporate Laws of the Section of Business Law of the American Bar Association and is followed by twenty-four states. It has been influential in shaping standards for United States corporate law.

This multi-volume set has 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. Topics include the Model Business Corporation Act and major non-Model Act jurisdictions, the incorporation process, directors and officers, capital structure, mergers and acquisitions, and dissolutions.
Westlaw ID and password required)