Vol. III
The Architecture of Civil Procedure
MMXXVI
Forthcoming
The Architecture of Civil Procedure
Pleadings, motions, and the path of a case.
Faculty of the School of Civil Procedure
A School of the Academy
Department of Corporate & Entity Law
Corporations, partnerships, LLCs, and governance.
§ 0·a
The Record
§ I
Introduction
Scope of Study
Business Organizations
An entity is a creature of statute. The School studies formation, governance, fiduciary duties, and dissolution under the act of organization.
§ I·b·2
Subject Navigation
Each group below is generated from the Society's own taxonomy — the Parts of the School's treatises, its editorial categories, and its Library divisions.
Library Divisions
§ II
Philosophy of the School
On how this School reads.
§ III
What Students Will Study
A School commits to a set of questions and to a method of reading them. The following are the working commitments of this department.
The selection of an entity form and a jurisdiction of organization
The act of organization and the organic documents that follow
The fiduciary duties owed by managers, directors, and officers
The rights and remedies of members, shareholders, and partners
The procedures by which an entity is wound up and dissolved
§ IV
Curriculum
The syllabus is read in sequence. Foundations are not optional; advanced study presumes them.
Foundations
Partnerships, LLCs, and corporations compared
Charter, bylaws, and the operating agreement
Capital contributions and the allocation of authority
Intermediate Study
The duty of care and the business judgment rule
The duty of loyalty and the cleansing devices
Derivative actions and demand requirements
Advanced Study
Controlling-shareholder transactions and entire fairness
Mergers, appraisal, and the freeze-out
Dissolution, winding up, and the survival of claims
Research & Method
Reading the Delaware General Corporation Law against state alternatives
Locating Chancery opinions on a fiduciary question
Tracing an LLC default rule to the operating agreement that waives it
Reference Materials
Model Business Corporation Act
Revised Uniform Limited Liability Company Act
Delaware General Corporation Law
Suggested Reading
Allen & Kraakman, Commentaries and Cases on the Law of Business Organization
Bainbridge, Corporate Law
§ IV·b
Learning Path
A staged reading order — from institutional introduction through primary authority to advanced research.
Introduction
An entity is a creature of statute. The School studies formation, governance, fiduciary duties, and dissolution under the act of organization.
Working Articles
Editorial articles for this School.
Primary Authorities
Featured entries from the Legal Corpus.
Related Schools
Departments that read alongside this one.
§ V
Learning Outcomes
Outcomes are stated as capacities, not credentials. They describe what a member should be able to do after sustained reading.
Choose an entity form and a jurisdiction with a documented rationale
Read an organic document against the default rules of the governing act
Frame a fiduciary claim with attention to the standard of review
§ VI
Primary Authorities
Authorities are listed by category. Entries marked in preparation are catalogued and reviewed before they enter the working record.
Statutes
3 entries
Authority
Delaware General Corporation Law (Title 8, Del. Code)
Authority
Model Business Corporation Act
Authority
Revised Uniform Limited Liability Company Act
Judicial Opinions
2 entries
Authority
Reports of the Delaware Court of Chancery
Authority
Reports of the Delaware Supreme Court
Treatises & Restatements
1 entry
Authority
Allen & Kraakman, Commentaries and Cases on the Law of Business Organization
§ VII
Featured Publications
The following volumes are drawn from, or supply, the work of this School. Each is reviewed by faculty before publication.
Vol. II
Consumer Credit Authority
MMXXVI
Forthcoming
The Fair Debt Collection Practices Act and the Fair Credit Reporting Act, read as written.
Faculty of the School of Consumer Credit
Monograph No. 1
An Introduction to Legal Research
MMXXV
In Press
The hierarchy of authority and the discipline of citation.
Faculty of the School of Legal Research
The Society Press
All publications →§ VII·b
From the Press
Editorial articles tagged to the subjects of this School, drawn from the Real Law Society Press.
Press · Article
Co-Trustees at CommencementChapter 4
Press · Article
Canonical Treatise Architecture AdoptedThe governing chapter architecture for every Real Law Society Press treatise
Press · Article
Governance Framework v1.0 AdoptedThe versioned institutional governance hierarchy of Real Law Society Press
Press · Article
Governance Operationalization CompletedEditorial workflows, scripts, authoring instructions, and memory aligned to Governance Framework v1.0
Press · Article
Corpus Updates Integration Framework v1.0 AdoptedCorpus Updates designated the authoritative historical record of the Press
§ VII·f
Legal Corpus
Entries drawn from the Real Law Society Legal Corpus that supply the primary reading of this School.
statute
Magna Carta
statute
De Donis Conditionalibus
statute
Quia Emptores
statute
Statute of Uses
statute
Statute of Enrolments
statute
Statute of Wills
statute
Statute of Frauds
§ VIII
Research in the Library
The divisions below carry the primary materials this School draws on. The catalogue opens in stages as the index is reviewed.
Library Division
Codified federal and state statutory law, organized by title and chapter.
Library Division
Selected opinions of the federal and state courts of record.
Library Division
Restatements, hornbooks, and reference works of accepted authority.
Catalogue · XI Divisions
Enter the Research Library →§ IX
Related Schools
Doctrine does not respect departmental boundaries. The following Schools take up adjacent questions.
§ X
Timeline
The institutional record — publications, articles, primary authorities, and journal notices — in date order.
Press · Article
Co-Trustees at CommencementPress · Article
Canonical Treatise Architecture AdoptedPress · Article
Governance Framework v1.0 AdoptedPress · Article
Governance Operationalization CompletedPress · Article
Corpus Updates Integration Framework v1.0 AdoptedTreatise
The Architecture of Civil Procedure
Practice Manual
Consumer Credit Authority
Educational Guide
An Introduction to Legal Research
§ XI
Continue Research
A short standing recommendation drawn across the institutional record.
Publication
The Architecture of Civil Procedure
Authority
Magna Carta§ XI
Browse This Subject
Each gateway opens the family surface in which this School's records are catalogued.
Treatises, manuals, and monographs of this School.
3 records
Primary law catalogued in the Legal Corpus.
7 records
Editorial articles and treatise chapters.
5 records
Admission
All Founding Members are admitted into every School. Tuition and dues are not yet open.