The legal architecture of business — formation, directors' duties, shareholder rights, and what happens when a company fails.
10 topics · 9 curated works
No prior grounding assumed.
Meinhard v. Salmon
New York Court of Appeals · 1928
Holds that co-venturers owe each other the 'punctilio of an honor the most sensitive', so a partner who secretly renews a joint venture's lease for…
Assumes you know the vocabulary.
Standard Oil Co. of New Jersey v. United States
Supreme Court of the United States · 1911
Breaks up Standard Oil's trust under the Sherman Act, holding that only 'unreasonable' restraints of trade are illegal and establishing the…
+1 more at this level
Primary sources and full treatments.
SEC v. Texas Gulf Sulphur Co.
United States Court of Appeals for the Second Circuit · 1968
Holds that anyone possessing material non-public information about a company must disclose it before trading or abstain from trading altogether,…
+5 more at this level
9 works
New York Court of Appeals
Holds that co-venturers owe each other the 'punctilio of an honor the most sensitive', so a partner who secretly renews a joint venture's lease for himself alone must share the opportunity with his partner.
link checked 17 Sept 2026Supreme Court of the United States
Breaks up Standard Oil's trust under the Sherman Act, holding that only 'unreasonable' restraints of trade are illegal and establishing the rule-of-reason standard that still governs most antitrust cases.
link checked 17 Sept 2026American Law Institute & National Conference of Commissioners on Uniform State Laws
Codifies the sale of goods across US states into a single uniform code, replacing formalistic common-law contract rules with standards built around commercial custom and the parties' actual course of dealing.
link checked 17 Sept 2026United States Court of Appeals for the Second Circuit
Holds that anyone possessing material non-public information about a company must disclose it before trading or abstain from trading altogether, establishing the disclose-or-abstain rule under Rule 10b-5.
link checked 17 Sept 2026Easterbrook & Fischel
Argues American target-company boards facing a hostile takeover should stay passive, because takeovers discipline poor management and defensive tactics mainly protect incumbents at shareholders' expense.
link checked 17 Sept 2026Thomas H. Jackson
Argues US bankruptcy law is best explained as an implied bargain among a firm's creditors to convert their competing individual claims into a single collective proceeding, rather than as pursuing any separate bankruptcy-specific policy.
link checked 17 Sept 2026Supreme Court of Delaware
Holds that a board loses the business judgment rule's protection and breaches its duty of care when it approves a merger after a brief meeting without adequately informing itself of the company's value.
link checked 17 Sept 2026Hansmann & Kraakman
Argues the defining function of American company law is 'asset partitioning' — walling off a firm's assets from its owners' personal creditors — which is what forming a company actually achieves that a private contract cannot.
link checked 17 Sept 2026Lucian A. Bebchuk
Argues US corporate law gives shareholders too little binding power over management and the board, and that increasing shareholder authority would improve, not disrupt, corporate governance.
link checked 17 Sept 2026