Best Corporate Law Books for Newcomers
For those new to corporate law, it is important to have a basic understanding of the core principles and concepts that underlie all aspects of this broad and complex area of law. The following books are a good starting point for those beginning in the field.
A Practical Guide to Corporate Governance, by Edward B. Rock and Michael L. Wachter Although the title basically sums up the book, this is really an excellent primer to the broad subject of corporate governance and how it informs corporate law.
Principles of Corporate Finance Law, by Robert Charles Clark Principles of Corporate Finance Law is a comprehensive overview of corporate finance law, from the formation of debt and equity securities to the rights of creditors and stockholders, and its effect on corporate governance.
Corporate Law and Practice , by Richard A. Booth This book was originally published as part of the Nutshell series from Thomson Reuters, which tends to be an excellent source for getting a first overview of any legal subject. It is written by one of the leading corporate law professors of today.
Core Concepts in Corporate and White Collar Crime Law, by Kimberly Thomas This is a good general guide to the basic elements of white collar crime law (e.g., securities fraud, insider trading, accounting fraud, etc.) with a good view of the basics of corporate law. A great read for someone new to the corporate or white collar crime fields.
Corporate Law, by Stephen Bainbridge Corporate Law by Stephen Bainbridge is another Nutshell book that covers a wide range of corporate law issues in an easily understandable, but highly informative, manner. A must read for any new corporate lawyer or law student.
Top Corporate Law Books for Advanced Readers
Corporate law is rarely static. For seasoned practitioners, staying abreast of sophisticated legal doctrine, evolving jurisprudence, and other advanced matters is an essential requirement of effective representation. In addition to the above-mentioned resources, we recommend the following titles for advanced corporate and securities practitioners:
The Law of Business Organizations, 7th Edition (John Martin & Marian Rhdina, West Legal Studies, 2003). This "backbone" resource focuses on all fundamental issues regarding the formation, operation, disillusion and dissolution of corporations, partnerships, limited liability companies and more. It has detailed annotations and a unique FAQ approach. Through a reinforcement of concepts in this book, you can quickly grasp the basic principles of business organizations law in Delaware. Corporate Law – 4th Edition (Robert B. Thompson and Melvin A. Eisenberg, Foundation Press, 2016). Although this corporate law book is suited for advanced students, practitioners can benefit from its insight, too. This corporate structure overview has in-depth summaries of the latest developments in the field. Business Organizations: Agency, Partnerships, LLCs and Corporations (Robert W. Hamilton & Jonathan R. Macey, Foundation Press, 8th Edition 2015). The starting point for any corporate practitioner, this text has a complete overview of business organizations law with primary source case materials. Significant developments in recent years have been addressed in detail. Coburn & Rutherford’s M & A Law: A Contextual Approach (Susan P. Crawford, Editors Thomson/West, 2017). Keep abreast of the current M&A landscape with this primer of M&A law that is an outstanding resource for both novice and experienced M&A attorneys. The book breaks the M&A process into cleaving contextually relevant sections that "slices" complex processes into manageable portions. Modern M&A Law and Strategy (Dennis J. Block, Jeffrey D. Baumann, and Lawrence G. Perlman, ALM/Jones McClure Publishing (2011). This award-winning guidebook gives insights into new developments in M&A law. It provides coverage of state and federal laws governing M&A transactions and securities laws. The Handbook of Corporate Finance – Legal and Economic Principles (Hurst Hannum, Edward Peter Stringham, & Robert Thomas, Kluwer Law International, 2nd Edition (2013). For advanced corporate law practitioners, this resource outlines the key economic principles of corporate finance. It also discusses relevant business law, taxation, and accounting theory and illustrates how these disciplines affect corporate finance. The New Socratic Method: A Dialogue on Legal and Policy Issues Related to New Companies and the New Economy (Robert W. Hamilton, Law Journal Press, 2011). This is an excellent discussion of start-up companies with a dialogue of legal and policy issues related to them. This book tackles a broad range of legal topics including corporate, securities, tax, criminal, competition, antitrust, and commercial law.
Prominent Corporate Law Authors
As one delves deeper into the field of corporate law, the most respected and recognized authors will begin to emerge. A byproduct of the availability of information through blogs like this one, is that it can be harder to determine which authors and books are truly important for your advancement in Corporate Law.
The list of books, authors, and articles is not meant to be an exhaustive list of corporate law literature, but instead a way to identify key corporate law authors and determine the necessity of their works in your own library. The list selects authors who have published extensively on corporate law. Some authors may be known for one article or book. Prior to Joseph Grundfest’s tenure with the SEC, he serviced as a Professor of Law at Stanford University School of Law and frequently wrote on corporate law topics. Mr. Grundfest’s regulatory background and experience provides a fresh perspective on important corporate law issues. One of his more controversial articles, "Some Thoughts on Placing Limits on the Liability of Securities Analysts," captured investor’s attention. In the article, Mr. Grundfest recommends Congress re-evaluate the current regulation of analysts and proposes an alternative to the current system of private lawsuits. Mr. Grundfest’s other noteworthy publications include : Steven Bank has authored a number of books and articles which have been widely recognized in the field of corporate law. His writings cover a wide array of corporate law topics, from SEC disclosure regulation to corporate governance issues. Mr. Bank is currently the co-chair of the Legal Aspects of Mergers and Acquisitions Institute and a member of the California Bar Association and the American Bar Association. In addition to his textual publications, Mr. Bank has also written a variety of articles and textbooks along with registrars Dr. Kirk Stark and John D. O’Connor titled "Business Planning: Closely Held Corporations." Mr. Bank’s research and analysis into business planning and taxation of closely held corporations has been beneficial to businesses, lawyers and the courts in addressing issues encompassed under this broad umbrella of corporate law.
Corporate Law Books for Niche Practices
Corporate law, by virtue of its vast subject matter, can be a field where it is particularly advantageous to hone in on specialized areas. Many corporate practitioners find that regularly delving into a narrower subject allows them to stretch their intellectual muscles while becoming more familiar with such narrower fields. In this author’s opinion, here are some highly regarded publications in such specialties.
Mergers & Acquisitions
As one of the most often evaluated and analyzed industries, there are dozens of publications that look at every angle of mergers and acquisitions. Indeed, the most recent Mergers & Acquisitions Volume of the Annual Review of Corporate Law emphasises both the internal and external pressures involved in such transactions, examining everything from internal committee structures to shareholder perceptions. The Harvard Law Review Association has also recently published two articles in The Harvard Law Review that evaluate important aspects of many M&A transactions. The first deals with accounting and valuation issues and how the legal community should react with regard to them. The second article , dealing with a company’s adverse selection problem, is rather complex and typically best appreciated by those with a background in economics or finance.
Corporate Governance
Dow Jones’ Corporate Governance Guide, like the HARVMA Volume, also gives more of an overview of many aspects of corporate governance, rather than digging too deep into one aspect. The Guide, however, digs deep into those aspects, covering everything from the Sarbanes-Oxley Act to proxy battles to executive compensation. A much more targeted publication in the field, however, is the Corporate Governance Institute’s Practice Report No. 1, Director’s Oversight Role in Crisis Management. The commentary evaluates directors’ roles at the board level when a company is facing a financial crisis, discussing various situations and legal obligations.
How to Choose the Best Corporate Law Book
One major consideration when choosing a corporate law book will be your current level of knowledge, as corporate law does not carry the same relevance for all legal practitioners. A corporate lawyer dealing with M&A transactions on a daily basis will likely find different value in a book than a litigator who is looking to gain general knowledge in the field; likewise, a lawyer from a common law jurisdiction will tell you that the issues and focus of corporate law differ in their local context compared to those of lawyers in a civil law jurisdiction. Regardless, the first step will be to ensure that the content of the book meets your practice. For example, certain books focus on specific aspects of corporate law (regulatory compliance, corporate governance, etc.), while others may deal with the subject in broader and more general terms.
Perhaps equally as important as choosing the right content for your needs is evaluating the credentials of the author. Many corporate lawyers write textbooks with the aim of establishing themselves as an authority in the field, but this will not always entail a textbook of the same quality. Books written by recognized experts and practitioners will typically contain a greater depth of analysis that can shore up your current knowledge and help you build new connections, while offering insight into the issues that these practitioners regularly face in their practice. While many corporate law books will be written by seasoned experts in the field, such as academics or practitioners themselves, not all of them will be written from the perspective of a corporate lawyer. Those written by practitioners will often have a greater sense of what it is like to work in the field, and the deeper insight of how corporate law issues play out in the real-world. On the other hand, practitioners writing a textbook may be less attuned to the potential practical impact of the ideas that they present, and those books written by corporate lawyers may not always display the academic rigor necessary to be used as a teaching aid. There are exceptions to these general rules, however, and the best way to judge the quality of a corporate law book will often be to read a sample of its content.
The Evolution of Corporate Law Writing
As corporate law continues to evolve, both globally and in the digital sphere, the literature is adapting to address the latest developments. Issues once thought of as peripheral have been thrust into the spotlight, such as the integration of technology in corporate governance, increasing scrutiny on the responsibilities and compensation of directors, and the challenges posed by the expansion of artificial intelligence in corporate decision-making. One emerging topic of debate is blockchain technology and its implications for shareholder voting and corporate record-keeping. The use of blockchain could potentially issue a safer and more efficient means of managing shareholder registries and unifying voting processes, bypassing some of the weaknesses of traditional systems . And as the gig economy rises, issues of employee misclassification and the rights of gig workers are being published with increasing frequency, bringing with them new legal questions and regulatory concerns. Another topic that will increasingly be written about is corporate social responsibility and how the concept has undergone a paradigm shift in recent years, from a philanthropic focus to one more centered on environmentally and socially responsible business practices. The 2008 financial crisis sparked an interest in corporate law that demanded greater accountability by boards of directors and management. Today’s practitioners face an entirely new set of hurdles, such as the increased demands from investors on boards to take on an activist role in social causes. All in all, the whole of corporate law literature is sure to develop as the world of corporate regulation continues to grow, offering new perspectives and insights into an ever-changing landscape.