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Start-Up Law: Primary Sources

Case Law Databases

Databases

Westlaw', Lexis, and Bloomberg all have databases that may be searched for cases on corporate law. You can use the "google" box or the classic, more elegant terms and connectors search. For the later, the advance search option on Westlaw and Lexis may be helpful. Sample search terms largely depend on what type of financing is being used. Therefore, Series A and fianc!, convertible /p fianc!, convertible /10 bridge, IPO or "Initial Public Offering", family or relative /p fianc! are all possible searches. If you get several results, then adding "start-up or startup" to the search may narrow the search to more factually similar cases.

 

Jumpstart Our Business Startups Act

The Jumpstart Our Business Startups (JOBS) Act was enacted in 2012. A complete legislative history can be found at ProQuest Legislative Insight by typing "JOBS Act" into the search bar.  Further, a link to the full text of the Act is available in PDF format.

Securities and Exchange Commission

Securities regulation is a huge and complex topic in, and of, itself. It is beyond the purview of this guide. However, financing options involving sales of stock usually implicate the SEC rules and regulations. The SEC rules and regulations are available for free here.

Verdicts and Settelments

Both Westlaw and LexisNexis allow practitioners to search verdicts and settlements.  Researchers can search the verdicts and settlements database in WestlawNext by clicking on the "Verdicts and Settlements" link on the home page.  Many disputes regarding financing or contracts settle.  Therefore, if there are disputes with the contract it may be useful to search the verdicts and settlements to see what kind of best and worst case scenarios are possible.

As an example, in Williams v. Braveheart, founders were found liable for $470,000 to investors for breaching the duty of care and fiduciary duty and making fraudulent representations about the company's operations and expenses. 31 Trials Digest 3d. 134  The misrepresentations were made after the investors had invested.