Corporate Law in the United States

Legal Materials

The formation, operation and dissolution of U.S. corporations is governed mostly by state law. The corporate statutes of all states are published in Aspen’s Corporations: Statutes volumes, and in the statutes of each state (see “State Statutes” and/or the entries for individual states).

Treatises: Corporate law treatises range from the succinct paperback Law of Corporations in a Nutshell (West) to the multi-volume Corporations (Aspen) by Cox, Hazen and O’Neal to the extensive Business Organizations with Tax Planning(Matthew Bender) by Zolman Cavitch to the enormous Fletcher Cyclopedia of the Law of Private Corporations (West). Choose your weapons. (Note: The Fletcher Cyclopediais available on Westlaw (FLETCHER-CYC)).

Most states have at least one treatise discussing their corporate law, such as Balotti’sDelaware Law of Corporations and Business Organizations and White on New York Corporations. To find other state-specific corporate treatises, look in Searching the Law: The States by Francis R. Doyle (last published in 2003), search Indexmaster or search the online catalog of a law school or government law library in that state.

Forms: Good for corporate law-related form books include Fletcher Corporation Forms Annotated (West), Rabkin & Johnson’s Current Legal Forms (Lexis/Matthew Bender), Marvin Hyman’s Corporation Forms (Warren Gorham Lamont), Gutterman’s Business Transactions Solutions and McGaffey’s Legal Forms with Tax Analysis. State-specific corporate forms are often included in state-specific corporate law treatises, such as Balotti’s Delaware Law of Corporations and Business Organizations (Aspen) andMarsh’s California Corporation Law (Aspen).

Model Business Corporation Act: The American Bar Association’s Committee on Corporate Law released a Model Business Corporation Act in 1969, a Revised version in 1984 and at least one more revised version in 1999. The ABA publishes a softcover edition of the Act with comments and a multi-volume Model Business Corporation Act Annotated with the comments and case summaries. Aspen Law and Business’ Macy on Corporation Laws includes a detailed discussion of the Act.

How-To Materials: Often people will want the bottom line on how to set up, merge, dissolve, etc. a corporation. Nolo Press publishes books for laymen on how to set up corporations in various states. The Practicing Law Institute (PLI) publishes books and articles providing How-To information for practicing attorneys. For similar books for a specific state, look in Searching the Law: The States (Transnational Publishers); useful information may also be available on the relevant Secretary of State Web site. The Practical Law Company (bought by West) provides sophisticated how-to materials through their web site (subscription only). “Sample Documents” are available from TheCorporateCounsel.net (subscription only).

Foreign Laws: Corporate laws are generally posted and published along with a country’s other laws. Look up the individual country in this Guide and/or use the resources in the “Foreign Laws” entry. The International Corporate Law Compendium(Aspen) summarizes the corporate laws of many countries; brief summaries are available in the Martindale-Hubbell Law Digests. Subscribers can get the full corporate laws of each country in English in RIA’s World Wide Tax Service database on Checkpoint.

See Also

Company Information
Doing Business in Foreign Countries
Exchange Act of 1934
Foreign Laws
Incorporation
Limited Liability Companies & Limited Liability Partnerships
Secretary of State Records
Securities Act of 1933
Securities and Exchange Commission
Securities Laws

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Corporation Law

Basics of corporation regulation in the the United States. Here you will find a summary on choosing a legal structure in the United States (such as a partnership, limited liability company, or corporation). There is also additional information and resources on related topics in the United States.