Business Associations

Lexis+ links to treatises, guides and jurisprudence on Business and Corporate law.

List of Corporations secondary sources from Westlaw.

Cox and Hazen's Treatise on the Law of Corporations is the successor to the classic work Ballantine on Corporations. It features authoritative and complete yet 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 caselaw. Topics include:

• The Model Business Corporation Act and major non-Model Act jurisdictions
• The incorporation process
• Directors and officers
• Capital structure
• Mergers and acquisitions
• Dissolutions

Regarded by attorneys and judges as the authoritative treatise on national corporation law for nearly a century, this multi-volume set provides comprehensive coverage of state and federal corporate law. It analyzes the entire range of legal issues facing a corporation during the 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.

Written from the client's perspective, Keatinge and Conaway on Choice of Business Entity offers insight into selecting form and structure for a closely held business. It provides a three-part analysis of different business entity formats, and which to choose based on the business activities and needs of the owners. The three approaches discussed are:

• Horizontal – comparing the various characteristics of different entities and structures
• Vertical – identifying the characteristics that are important to a particular type of business (it is this analysis that distinguishes this book from the discussions of entity choice found in other publications)
• Integrational – assisting the practitioner to resolve conflicts and make the final choices necessary to select and structure the organization

The text includes a well-annotated discussion of tax issues at both the state and federal level specific to choice of entity concerns. Features include a comprehensive chart giving an at-a-glance comparison of how specific issues affect all types of entities and a glossary defining a wide range of terms.

The limited liability company and limited liability partnership may be the most significant organizational developments in American business since the advent of the corporate tax. Find out why countless businesses have adopted these "super pass-through vehicles" to avoid taxation at the corporate level while retaining limited liability and whether you should too.

Limited Liability Companies and Limited Liability Partnerships explains why the LLC and LLP are taking the place of Subchapter S and Subchapter C for all but very large, publicly held companies. Beginning with "What a Nontax Lawyer Needs to Know" about partnership tax rules, it provides step-by-step explanations of how to create an LLC or LLP. You'll also find in-depth analysis of related ERISA provisions, the IRS's "check-the-box" regulations, tax, nontax, estate planning and accounting considerations, as well as federal and state statutory citations and tables.

Limited Liability Companies: A State-by-State Guide to Law and Practice is a complete guide for LLC formation, operation, and termination. It compares LLCs to C corporations, S corporations, general partnerships, and limited partnerships, and offers practical guidance on when LLCs should be the entity of choice. This title provides sample forms and state-specific LLC statutes as well as:

• Practical advice on when an LLC might be the best choice
• Tables of cases, statutes, and code sections that support each point
• Tables listing treasury regulations, revenue rulings, revenue procedures, and private letter rulings
• Coverage of every LLC case, both published and unpublished, providing complete topical coverage

This title gives a broad overview of all aspects of limited liability companies, including the financial rights of the parties, management and governance, fiduciary duties, and dissociation and dissolution. Specific types of LLCs, such as not-for-profit and professional LLCs, are also discussed. International business relationships are also covered in this edition, with discussions on business entities in other countries and the European Union Company Law.

O’Connor’s Texas Business Organizations Handbook comprehensively describes the various business forms — general partnerships, corporations, limited partnerships, and limited liability companies — available under Texas law.

Coverage includes the following:

Entity formation
The mechanics of management and control
Liability exposure and considerations
Tax status and considerations
Ownership and transferability
General considerations in choosing a business form
Hybrid entities
But for all its detail, the book is exceedingly easy to use — it is written in plain English; has an easy-to-follow outline structure; and comes in a portable, single volume.

O’Connor’s Texas Business Organizations Code Plus contains the entire Business Organizations Code, the Texas Securities Act, and select provisions from the Texas Business and Commerce Code, Texas CPRC, and Texas Administrative Code, all with up-to-date case annotations — case quotations that interpret or apply a particular code section.

This work also includes bill analyses from major legislation affecting the Texas Business Organizations Code, charts, and numerous cross-references to related statutes, regulations, forms, and secondary sources.

Organizing Corporate and Other Business Enterprises is a one-volume treatise detailing the various aspects of setting up small business enterprises. Among the business entities discussed are individual proprietorships, general and limited partnerships, closely held corporations, not-for-profit corporations, and limited liability companies. Tax, financing, and management considerations are reviewed. The publication covers much more than the title indicates¿it deals not just with organizing business enterprises but also with selected, tangential problem areas¿e.g., fiduciary obligations of officers and directors, managing risk, employee benefits, etc.
This publication is a practice guide to legal and tax factors to be considered in selecting a form of business organization. It is intended for the attorney who is advising proposed or existing small businesses. Organizing Corporate and Other Business Enterprises provides assistance from the inception of an enterprise through the death of the owners or the termination of the enterprise. Coverage includes: strong federal tax analysis, which is especially important for choice of entity classification, including S corporations; corporate domicile; promoter's rights; and initial capitalization.

ACCESS FOR COLLEGE OF LAW STUDENTS AND FACULTY ONLY
The Texas Business Organizations Manual includes:

• Forms for forming, reorganizing, and terminating a corporation
• Company agreements for single-member, member-managed, and manager-managed LLCs
• Secretary of state forms for corporations and LLCs
• CLE articles with valuable tips for practitioners

The Texas Business Organizations Manual contains 84 forms carefully drafted in simple, concise language. The commentary, thoroughly supported by cited authorities, explains relevant law and procedures. Thorough indexes of authorities cited, forms, and subject matter provide ready access.

This is a how to guide for Texas practitioners concerning business entities. It provides a strong framework for all aspects of commencement of business and types of businesses in Texas, including forms, checklists, and practice tips. Contains cites to leading and most recent case law to give you the latest information available. Also includes library cross-references to forms, digest topics, case law, codes, statutes and other analytical products.

Business Organizations reflects the Texas Business Corporations Act, the various partnership acts, and other business-related state and federal statutes along with significant business decisions of the Texas and federal courts on matters involving business associations.

Coverage includes:
• Choice of the business form
• Partnerships, including adjusting or terminating the going partnership
• Formation of corporations, including the mechanics of forming a corporation and suits against domestic corporations
• Management and control of corporations, including duties of directors, officers, and controlling shareholders
• Organic changes in corporations
• Foreign corporations transacting business in Texas