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Start-Up Law: Shared Secondary Sources

Treatises, Looseleafs, and Practice Aids


Because this guide covers start-up law, which is a subset of general corporate law and governed by state law, this research guide has recommendations for start-up specific treatises, general corporate treatises, and state-specific treatises. However, the most useful guides are the start-up specific treatises.

Start-up Specific

Representing Start-Up Companies - This treatise by Lee R. Petillon and Robert Joe Hull and published by Clark Boardman Callaghan specifically addresses legal issues for start-ups. Topics include organization of start-ups (chapter 2), including how to choose the type of entity and which state to organize in, types of financing (chapters 4-7, 10, and 11), and sales and mergers (chapter 14). This treatise is my favorite start-up specific treatise because it is easy to read and understand. It is a great comprehensive tool for starting to learn start-up practice and is slightly cheaper than the start-up treatise addressed directly below. It is, however, not as detailed as other treatises like Fletcher (discussed below). The hyperlink is to the table of contents on WestlawNext.

Start-Up & Emerging Companies: Planning, Financing, & Operating the Successful Business - A 2012 ed. Law Journal Press treatise by Gregory Smith et. al., this treatise is also specifically targeted to issues pertaining start-up companies.  Start-Up and Emerging Companies has an entire chapter covering each of the following topics: deciding what business entity to form (chapter 1), the mechanics of organizing a corporation (chapter 2), venture capital financing and negotiation (chapters 7 and 8), bridge financing (chapter 17), and merger agreements (chapter 27). It also has sample forms! This treatise is the LexisNexis equivalent to Representing Start-up companies (discussed above), and is a great comprehensive source for a new practitioner. The link directs to LexisNexis.

General Corporate

Fletcher Cyclopedia of the Law of Corporations - This treatise by William Meade Fletcher is the classic treatise on corporate law.  It has a great reputation and wonderful citations to supporting primary sources and other secondary sources.  It covers every topic highlighted in this guide and many, many more. However, it is also very costly to buy and update which is why I suggest some of the lower-price start-up specific treatises more. The hyperlink is to chapter 61 on WestlawNext which discusses mergers. 

Modern Corporate Checklists - This looseleaf set by Brian M O'Neil contains detailed checklists of issues relating to corporate transactions.  Chapter 1 of the looseleaf covers formation, including explaining issues relevant to choosing a business entity, which state to organize in, and the content of articles of incorporation and bylaws. Chapter 2 covers checklists for various types of financing and even has a chapter about how to go about negotiating venture capital. This treatise's comprehensive checklists are amazing for new attorneys who may not know which issues to watch out for or are in danger of forgetting small steps. Because I like checklists, I preferred this source over other general business treatises. The hyperlink is to WestlawNext.

California

Marsh's California Corporation Law - As far as a comprehensive California treatise is concerned, Marsh's volume on corporation is my recommendation.  This treatise is authored by Harold Marsh, Jr., R. Roy Finkle, Larry W. Sonsini and Ann Yvonne Walker, and published by Aspen Publishers, Inc. Chapter 5 covers corporate formation and starts with a very useful checklist-like approach of steps necessary to incorporate in California.  Chapters 7, 18, and 19 cover corporate finance, asset sales, and dissolution, respectively.  Further, the treatise has chapters explaining the new types of California corporations: benefit and flexible purpose corporations. The hyperlink is the table of contents of the treatise on WestlawNext. The ISBN is 9780735504219.

Delaware

Delaware Law of Corporations and Business Organizations - This Delaware treatise is updated in a 2012 edition, authored by R. Franklin Balotti and Jesse A. Finkelstein, and published by Aspen Publishers. The extensive treatise is a three volume set and covers formation of corporations (chapter 1),  merger (chapter 9), sale of assets (chapter 10), and insolvency (chapter11).  The third volume includes many forms for organizing a corporation.  Because Delaware corporations are so prevalent, there are free articles on how to incorporate in the state, case law to explain details of the statutes, and the Delaware Division of Corporations provides free forms; therefore, consider purchasing a lower-cost general or start-up specific treatise instead of this one.  The hyperlink directs to the table of contents for the three volumes WestlawNext. The ISBN is 9781567066692.

 

Nevada

Nevada Laws Governing Business Entities -This 2014 state law treatise explains how to form business entities in Nevada. It is not available electronically in either LexisNexis, Westlaw or Bloomberg.  It is, however, available for purchase at the LexisNexis store. It includes a CD of forms.

Texas

Texas Practice Series: Business Organizations - A Texas practice aid by Robert Hamilton, Elizabeth Miller, and Robert Ragazzo that covers for-profit corporations. Topics include how to organize a corporation in chapter 27, including an outline of procedural steps, required information for certificates of formation and bylaws, and initial organization matters like meetings. It also covers initial financing, business combinations, and dissolution. The outline format makes this state-specific resource great for new practitioners.  Because it is cheaper, and covers all the issues this research guide covers, I think this practice aid is better than the Texas Practice Guide looseleaf, which is this aid's competitor. The hyperlink is to chapter 27 in WestlawNext.

Clinics and Associations

Missouri

The University of Missouri's Entrepreneurship Legal Clinic (ELC) was launched in the fall of 2015 to provide clinical opportunities for students to work with small and start-up business clients. The clinic, directed by attorney James M. Niemann, assists members of the university and Mid-Missouri communities seeking to start businesses by providing supervised legal services involving entity planning and formation, governance issues, employee issues, intellectual property analysis, governmental regulations and contract drafting.

California

Consider the University of San Diego School of Law's Entrepreneurship Clinic. Students provide free legal assistance to small start-ups about formation, permit, employment, contract, and intellectual property issues. Start-ups may reach the clinic through the phone number listed at the above link. University of Southern California's Gould School of Law also offers a Small Business Clinic which helps entrepreneurs who cannot afford to pay for legal services. The clinic helps with formation, compliance, and general issues.

Texas

The Southern Methodist University Dedman School of Law has a Small Business Clinic which provides legal assistance for small businesses that can otherwise not afford it. The clinic counsels clients as to which business entity they should adopt, forms the business entity, reviews contracts, advises on tax and intellectual property issues, and handles many other general business issues.  The University of Houston Law School has a Transactional Clinic which will assist small businesses with choosing the correct entity type, forming the entity, dealing with employment matters, and resolving other general business issues.

Other States

New York University also has many resources for entrepreneurs including articles like "Developing a Compelling Pitch," lists of venture capital and angel investors, lists incubators, and lists of New York organizations and resources. Further, the University of Washington School of Law has an Entrepreneurial Law Clinic, the University of Wisconsin School of Law has an Law and Entrepreneurship Clinic, and the University of Pennsylvania School of Law has an Entrepreneurship Legal Clinic. All of these clinics assist entrepreneurs with formation, employment, financing issues, and other legal issues.

Free Blogs and Articles

Founder's Toolbox - http://blog.goodwinfoundersworkbench.com/ - The law firm Goodwin Procter has a comprehensive site featuring information on specific issues like formation, financing, operation, intellectual property, and exit strategies. The website has summaries of recent cases and legal news articles broken down by categories like capitalization, financing strategies, and more. Further, the website lists upcoming California start-up events.

Startup Company Lawyer - www.startupcompanylawyer.com - Yoichiro (“Yokum”) Taku, an attorney at Wilson Sonsini Goodrich & Rosati in Palo Alto, covers issues arising in the life cycle of a start-up company including incorporation, financing, and exit strategies. Mr. Taku's blog is great for new practitioners to get an overview of a topic because he starts on square one: his articles have titles like, "What is Par Value," "Is Crowdfunding Legal," and "What is an Accredited Investor." Some of these are older articles and some are recent - check the dates as the legal and business landscape does change.

Startup Lawyer - www.startuplawyer.com - Ryan Roberts gives very concise explanations of some of the major terms and issues associated with start-up law. Another great place to start.

Y Combinator's Startup Library is a list of articles about how to found, and run, a successful start-up. These articles have Paul Graham and Y Combinator's large breath of experience behind them and include articles like "Startups in 13 Sentences," "The Hacker's Guide to Investors," and "How Not to Die" among many others.

Startup Law Blog - www.startuplawblog.com - Joe Wallin, an attorney at Davis Wright Tremaine in Seattle, covers various business and legal start-up topics.

Attorney's Guide to Success: Representing Start-up and Emerging Companies - This is a very short (four page) overview of how to be a successful start-up attorney at every stage of representation: formation, financing, and exit. Consider this a pre-first-day reading assignment.

Books

Other Online Resources

Inc. is a great online magazine that has many articles on start-ups.

IntelliConnect is a Wolters Kluwers website hand has a large breath of available material. It has a Corporate Law database which includes current awareness material, treatises, and forms. Further, Wolters Kluwer's IntelliConnect has not just one treatise, but many, relating to S corps, limited liability companies, and limited liability partnerships in their Business Organizations database. It is available in the Law Library.

Bloomberg Law has an impressive amount of drafting guides, articles, treatises, and sample forms under its Transactional Law tab.