Monograph No. 1
An Introduction to Legal Research
MMXXV
In Press
An Introduction to Legal Research
The hierarchy of authority and the discipline of citation.
Faculty of the School of Legal Research
← The Academy
A School of the Academy
School of Business Organizations
Department of Corporate & Entity Law
Corporations, partnerships, LLCs, and governance.
§ 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.
§ II
Philosophy of the School
On how this School reads.
An entity exists because a statute says it does. The School begins with the act of organization, reads it against the organic documents, and treats the case law of fiduciary duty as a record of how courts have policed the bargain between the venturers and the entity.
§ III
What Students Will Study
The commitments of the School.
A School commits to a set of questions and to a method of reading them. The following are the working commitments of this department.
- 01
The selection of an entity form and a jurisdiction of organization
- 02
The act of organization and the organic documents that follow
- 03
The fiduciary duties owed by managers, directors, and officers
- 04
The rights and remedies of members, shareholders, and partners
- 05
The procedures by which an entity is wound up and dissolved
§ IV
Curriculum
The syllabus.
The syllabus is read in sequence. Foundations are not optional; advanced study presumes them.
Foundations
- 01
Partnerships, LLCs, and corporations compared
- 02
Charter, bylaws, and the operating agreement
- 03
Capital contributions and the allocation of authority
Intermediate Study
- 01
The duty of care and the business judgment rule
- 02
The duty of loyalty and the cleansing devices
- 03
Derivative actions and demand requirements
Advanced Study
- 01
Controlling-shareholder transactions and entire fairness
- 02
Mergers, appraisal, and the freeze-out
- 03
Dissolution, winding up, and the survival of claims
Research & Method
- 01
Reading the Delaware General Corporation Law against state alternatives
- 02
Locating Chancery opinions on a fiduciary question
- 03
Tracing an LLC default rule to the operating agreement that waives it
Reference Materials
- 01
Model Business Corporation Act
- 02
Revised Uniform Limited Liability Company Act
- 03
Delaware General Corporation Law
Suggested Reading
- 01
Allen & Kraakman, Commentaries and Cases on the Law of Business Organization
- 02
Bainbridge, Corporate Law
§ V
Learning Outcomes
The capacities a member should leave with.
Outcomes are stated as capacities, not credentials. They describe what a member should be able to do after sustained reading.
- 01
Choose an entity form and a jurisdiction with a documented rationale
- 02
Read an organic document against the default rules of the governing act
- 03
Frame a fiduciary claim with attention to the standard of review
§ VI
Primary Authorities
The texts the School takes seriously.
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
From the press of the institution.
The following volumes are drawn from, or supply, the work of this School. Each is reviewed by faculty before publication.
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
Vol. II
Consumer Credit Authority
MMXXVI
Forthcoming
Consumer Credit Authority
The Fair Debt Collection Practices Act and the Fair Credit Reporting Act, read as written.
Faculty of the School of Consumer Credit
The Society Press
All publications →§ VIII
Research in the Library
Where this School reads.
The divisions below carry the primary materials this School draws on. The catalogue opens in stages as the index is reviewed.
Library Division
Statutes
Codified federal and state statutory law, organized by title and chapter.
Library Division
Judicial Opinions
Selected opinions of the federal and state courts of record.
Library Division
Treatises
Restatements, hornbooks, and reference works of accepted authority.
Catalogue · XI Divisions
Enter the Research Library →§ IX
Related Schools
Departments that read alongside this one.
Doctrine does not respect departmental boundaries. The following Schools take up adjacent questions.
Admission
Join the founding cohort of the Business Organizations department.
All Founding Members are admitted into every School. Tuition and dues are not yet open.
The Real Law Society · Est. MMXXVRead Law. Not Lore.Vol. I — Folio I