LEGAL RESEARCH GENERALLY

To Use the Search Panel for Legal Research, Click on “Streamlined Research” At the Top of the Page for Guidance—Searches for Single Strong Words or Phrases (in Quotation Marks) Work Best. 

The BUSINESS ORGANIZATIONS issues in this database are primarily those related to CORPORATION LAW, LIMITED LIABILITY COMPANY LAW, and PARTNERSHIP LAW.

CORPORATION LAW issues pervade the database and touch on many additional database categories. Some of the additional categories are listed here in “all caps” and boldface. All the issues described below are included in both the “Corporation Law” category and any other category indicated. The issues and categories suggested here may help in choosing the best categories and keywords for fruitful searches.

Shareholder Derivative actions (applicability of foreign law, etc.);

Procedural versus Substantive (applicability of foreign law, etc.);

Common Law Dissolution;

Breach of Fiduciary Duty (FIDUCIARY DUTY);

Tort Liability (officers, board members, etc., NEGLIGENCE);

Arbitration Clauses (enforcement by officers or employee, nonsignatories, etc., CONTRACT LAW);

Partnership Cannot Operate through an Existing Corporate Structure (PARTNERSHIP LAW);

De Facto Merger (DEBTOR-CREDITOR);

Apparent Authority (AGENCY);

Jurisdiction (foreign wholly owned subsidiary, CIVIL PROCEDURE);

Venue (designation with Secretary of State, CIVIL PROCEDURE);

Alter Ego (CIVIL PROCEDURE);

Trade Secrets (TRADE SECRETS);

Unfair Competition (UNFAIR COMPETITION);

Good Faith (failure to act in good faith, fiduciary duty, etc.);

Public Benefit Corporations;

Sufficient Information Duty;

Pierce the Corporate Veil;

Personal Liability (officers);

Winding Up (unemployment insurance, etc.);

Fraud (personal liability, etc., FRAUD);

Products Liability (purchase of manufacturer, etc., PRODUCTS LIABILITY);

Dissolution;

Closely Held Corporations;

Religious Corporations;

Conspiracy Jurisdiction (CIVIL PROCEDURE, FRAUD);

Statute of Frauds (oral offer to sell shares in family corporation, etc. CONTRACT LAW);

Fraudulent Incorporation Defense (FRAUD);

Shareholders’ Class Action (CIVIL PROCEDURE);

Borrowing Statute (CIVIL PROCEDURE);

Joint Venture Agreement;

Sophisticated Investor;

Cooperatives (COOPERATIVES);

Going-Private Mergers;

Parent Corporation (products liability, etc., PRODUCTS LIABILITY);

Direct Shareholder Claims;

Residential Cooperative Corporation (COOPERATIVES);

Futility of Demand for Board Action;

Attorney-Client Privilege (fiduciary exception, etc., ATTORNEYS, FIDUCIARY DUTY);

Long-Arm Jurisdiction (CIVIL PROCEDURE);

Public Corporations (estoppel, etc., CIVIL PROCEDURE);

De Facto Corporation;

Deemed Asset Sale (tax law, etc.);

S Corporations (non-resident shareholder, tax law, etc., TAX LAW);

Public Authorities Law;

Debts (liability, etc., DEBTOR-CREDITOR).

LIMITED LIABILITY COMPANY LAW issues touch on database categories in addition to “Limited Liability Company Law.” Some of the additional categories are in “all caps” and bold face. All the issues described below are included in both the “Limited Liability Company Law” category and any other category indicated. The issues and categories suggested here may help in choosing the best categories and keywords for fruitful searches.

Service of Process (service on Secretary of State is not personal service, service must comply with CPLR 311-a, Limited Liability Law 304, unauthorized foreign limited liability company, etc., CIVIL PROCEDURE);

Election Law (LLC’s can contribute more to campaigns than corporations or partnerships);

Attorneys (conflict of interest, representation of LLC and deceased member, etc.);

Fiduciary Duty (no fiduciary duty owed non-member, under the operating agreements, no fiduciary relationship arose from the LLC, as it would have in a partnership or joint venture, managing member may owe fiduciary duty to nonmanaging member, etc., FIDUCIARY DUTY);

Derivative Causes of Action;

Standing to Sue (only members can sue, etc.);

Personal Capacity versus Capacity as Sole Member of LLC;

Operating Agreements (CONTRACT LAW);

Unauthorized Foreign Limited Liability Company (service of process, etc., CIVIL PROCEDURE);

Alter Ego;

Legal Owner;

Equitable Owner;

Attorney’s Signature (notice of claim, absence is not a jurisdictional defect, ATTORNEYS, COURT OF CLAIMS);

Judgment Creditors (membership in LLC can be reached, etc. DEBTOR-CREDITOR);

Publication Requirement (cannot sue if did not comply, etc., CIVIL PROCEDURE);

Liability of Members;

Venue;

Articles of Incorporation (filing, failure to file, etc.);

De Facto Corporation Doctrine;

Presuit Demand (Business Corporation Law 626 applies to limited liability companies);

Banking Law (high-cost home loan to an LLC, etc.);

Apparent Authority of a Member (AGENCY);

Dissolution (buyout, etc.).

PARTNERSHIP LAW issues touch on categories in addition to “Partnership Law.” Some of the additional categories are in “all caps” and bold face. All the issues described below are included in both the “Partnership Law” category and any other category indicated. The issues and categories suggested here may help in choosing the best categories and keywords for fruitful searches.

Dissolution (notice, valuation, goodwill reduction, minority discount, etc.);

Joint Venture (requirements for creation, etc.);

Partnership Cannot Operate through an Existing Corporate Structure, CORPORATION LAW;

Partnership Agreements (CONTRACT LAW);

Fiduciary Duty (aiding and abetting a breach, etc., FIDUCIARY DUTY);

Valuation;

Goodwill Reduction;

Minority Discount;

Judgment Creditors (DEBTOR-CREDITOR);

Partnership Distributions;

Winding Up (deceased partner, temporary receiver etc.);

Partnership Property;

Unearned Hourly Fees;

Contingency Fees;

Undistributed Goodwill;

Proceeds of Sale (not profits, etc.);

Oral Partnership Agreement (dissolvable at will, CONTRACT LAW).