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Business & Corporate Law Research: Research Corporate and Business Law

Research in the law of corporations and other business entities involves learning not just about corporate law, but also the law of agency, partnerships, limited liability companies, and other business structures. This guide will help you get started.

Treatises, Study Aids, and Model Acts

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Model Business Corporation Act : Official Text with Official Comments and Statutory Cross-References, revised through December 2010, ABA Committee on Corporate Laws (2011) (KF 1404.53 .A44)

Model Business Corporation Act Annotated: Model Business Corporation Act With Official Comment and Reporter's Annotations, ABA Committee on Corporate Laws (4th ed. 2009) (4 vol. looseleaf) (KF 1404.53 +CD).

Model Nonprofit Corporation Act: Official Text With Official Comments and Statutory Cross-References Adopted August 2008, William H. Clark, Jr., ed., ABA (3rd ed. 2008) (KF1388 .M627).

Blumberg on Corporate Groups, Phillip I. Blumberg et al. (2nd ed.  2005-) (KF 1465 .B59) (multi-vol. looseleaf).

Public Company Organizational Documents: Model Forms and Commentary, Robert Walmsley, ed., ABA Business Law Section (2009) (KF1420 .A65 P83).

Soderquist on Corporate Law and Practice, Linda O. Smiddy (4th ed. 2012) (KF1414 .S622) (looseleaf).

Corporate Governance After the Financial Crisis, Stephen M. Bainbridge (2012) (KF1422 .B333).

The Law and Economics of Corporate Governance: Changing Perspectives, Alessio M. Pacces, ed. (2010) (K1327 .L39).

Statutes and Regulations

Federal Laws and Regulations:   
Govern securities and commodities markets, banking, bankruptcy, and other business-related legal topics.

          Securities Act of 1933, 15 U.S.C. § 77a - Domestic Securities
          Securities Exchange Act of 1934, 15 U.S.C. § 78a - Securities Exchanges
          Commodity Exchanges, 7 U.S.C. § 1 - Commodity Exchange Act
          Banks and Banking, 12 U.S.C. § 21 - National Banks - Formation
          Bankruptcy, 11 U.S.C. § 101
          Federal Rules of Bankruptcy Procedure

          Code of Federal Regulations
          Title 7 - Agriculture
          Title 12 - Banks and Banking
          Title 13 - Business Credit and Assistance
          Title 15 - Commerce and Foreign Trade
          Title 16 - Commercial Practices
          Title 17 - Commodity and Securities Exchanges
          Title 46 - Shipping
          Title 47 - Telecommunication.

State Statutes:
Govern corporations and other business entities. State laws governing fraud in securities transactions (called "Blue Sky" laws) can also be found in most state statutory codes. Many states make their laws and regulations available online for free at their official state government websites. State regulations are published in state registers and administrative codes, as well as online on state agency web pages.  Below are sources for researching state business laws:

The Uniform Commercial Code

The model Uniform Commercial Code was drafted by the National Conference of Commissioners on Uniform State Laws and the American Law Institute to bring uniformity to state laws governing common commercial transactions. It has been adopted as substantive law by 49 states, the District of Columbia, the Virgin Islands, and in part in Louisiana.  The UCC as adopted in New York is in N.Y. Uniform Commercial Code § 1-101 et seq.

The Articles of the UCC are:

  Art. 1 - General Provisions (definitions and commentary)
  Art. 2 - Sales (sales of goods)
  Art. 2A - Leases
  Art. 3 - Negotiable Instruments (promissory notes and commercial paper) 
  Art. 4 - Bank Deposits (banks and banking; check collection processes) 
  Art. 4A - Funds Transfer (transfers of funds between banks)
  Art. 5 - Letters of Credit
  Art. 6 - Bulk Transfers and Bulk Sales (auctions and liquidations of assets)
  Art. 7 - Warehouse Receipts, Bills of Lading, and Other Documents of Title (storage and bailments of goods)
  Art. 8 - Investment Securities (securities and financial assets)
  Art. 9 - Secured Transactions (transactions involving debt secured by assets).

Lexis Advance has a comprehensive collection of primary and secondary UCC materials: Explore Content > Practice Area  > Commercial (UCC), including a searchable UCC by Article and by State Code, statutes (including related federal laws in Titles 12 and 15), other uniform laws, regulations and administrative materials, case law, forms, analysis of emerging issues, nationwide lien filings under the UCC, and much more.

Westlaw gathers UCC statutes, cases, and secondary sources by linking from All Content  > Practice Areas  >  Commercial Law.

Duke University School of Law publishes a detailed and useful study guide to the UCC.

Materials on the UCC available in the Law Library include:  

Uniform Commercial Code, James J. White (6th ed. 2010) (KF890 .W452) - West Practitioner Treatise Series.

The Portable UCC, Corinne Cooper, ed. (5th ed. 2012) (KF890 .U4).