Business and Corporate Law Research • Et. Seq: The Harvard Law School Library Blog

Welcome LL.M. Students!

Welcome to the nearly 200 LL.M. students who will be attending Harvard Law School this academic year!

Please visit the law library’s research services homepage to learn about all of the services the library’s research services team offers to the Harvard Law School community.

We are providing special library tours for LL.M. students over the next two weeks, and you can sign up for a tour on this page as well (under Upcoming Events).

Highlighting New Comparative Law Books in the Law Library’s Collection

Research librarians here in the law library spend a lot of time talking to LL.M. students about their paper topics every year.  Because so many students decide to write their LL.M. papers on comparative law topics, I like to write posts for our library blog about comparative law titles that I find in our collection that might be of interest to them.

In this post, I am highlighting one of our newest books on comparative company law.

International Handbook on Shareholders’ Agreements: Regulation, Practice, and Comparative Analysis
Editors: Sebastian Mock, Kristian Csach, and Bohnmil Havel
Published by DeGruyter, 2018
ISBN 9783110501568
View this book’s record in Harvard’s HOLLIS library catalog

According to the editors of this volume, shareholder agreements are “an integral part of company law and especially its legal practice.”  They are “traditionally dominated by contract law and not by company law”; however, it is sometimes the case that contract law lacks the depth to provide sufficient legal regulation of what can be complex legal situations and relationships, especially “in the case of cross-border shareholders’ agreements including shareholders from several jurisdictions.”

This volume attempts to fill that gap.  It begins with introductory chapters covering the differences between contract law and corporate law when it comes to shareholders’ agreements, the impact of shareholders’ agreements on how a company is managed, and as issues related to conflict of laws (private international law), corporate insolvency, and competition law.

The bulk of the book, however, is dedicated to reports on the relevant legal framework for shareholders’ agreements in the following jurisdictions: Austria, Belgium, Brazil, Czech Republic, England/Wales, Germany, Greece, Hungary, Israel, Italy, The Netherlands, Poland, Romania, Slovakia, Spain, Sweden, Switzerland, Ukraine, and the United States.  Some of these country reports include English-language excerpts of applicable statutory provisions.

Harvard Library Collection

This book is part of the DeGruyter Handbook series.  Almost all of the other titles in this series that are in the Harvard Library collection are in German (DeGruyter is a German publishing company), and cover legal topics.

However, Harvard does have one other English-language title from this series.  It is held by the Widener Library, Harvard’s flagship library.  All LL.M. students have access and borrowing privileges at Widener, along with the other libraries at Harvard.

This other book actually has nothing to do with law at all:

Sign Languages of the World: A Comparative Handbook
Edited by Julie Bakken Jepsen, Goedele De Clerck, Sam Lutalo-Kiingi, William B. McGregor
Published by De Gruyter, 2015
ISBN 9781614517962
View this book’s record in Harvard’s HOLLIS library catalog

I am a member of the law library’s Accessibility Design team, so one of my interests is learning more about how we can make the library accessible and accommodating to people with all kinds of disabilities.  So I am actually really interested in having a look at this book sometime!

Using HeinOnline for Accessing Legal Journals

I am curious to learn more about how the various sign languages around the world have developed their legal terminology throughout history.  In fact, just thinking about that led me to wonder about how issues related to deafness have been explored in the legal literature.

One of the best options for this kind of research is our  HeinOnline subscription legal database.  HeinOnline contains a very comprehensive collections of U.S. and foreign legal journals.  I find this database to be an invaluable part of any legal research project that I am working on.

So I decided to try a proximity search in HeinOnline for articles about sign language and legal terms.  Here is the search query I used:

“sign language legal terms”~50

This search query uses HeinOnline’s unique syntax for finding those four words within 50 words of each other.

When I did that search and limited the search results to articles from HeinOnline’s Law Journal Library, I got 77 results, covering various topics such as professional challenges faced by deaf lawyers, the representation of deaf clients in legal matters, the fitness of deaf defendants for trial, accommodating law faculty with disabilities, and more.

Perhaps one day an LL.M. student will write on deafness and law as well.  Whatever our newest LL.M.s decide to write about this year, the law library’s research services team is eager to help them navigate our resources and research their papers.

We’re looking forward to seeing you in the law library!

Book Series Spotlight: German Law Accessible

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Tax Law in Germany (2nd Edition, 2016)

The law library’s collection includes many English-language materials on German law. One especially helpful resource is the German Law Accessible series of books, published by the German legal publisher C.H. Beck.

Many of the titles in the German Law Accessible series focus on subjects related to commercial/business law. The most recent title in this series is no exception – it is the 2016 2nd edition of Tax Law in Germany (3rd floor of the Law Library’s ILS/Lewis Collection, call number KK7105.8 .H33 2016). Its authors, Florian Haase and Daniela Steierberg, are tax law experts in the Hamburg office of the international financial consulting firm Rödl & Partner.

In the introduction, the authors describe their book as being “written from a practitioner’s perspective…[offering] a succinct description of the law together with lots of examples.”  However, despite its practitioner-oriented focus, this book provides an ideal opportunity for academic researchers who do not read German to learn about taxation in Germany.  Subjects covered in the books include an overview of the German legal tax system, taxation issues related to corporations and partnerships, special tax problems involving cross-border investments, transfer pricing, and much more.

For more information about researching German law at HLS, visit our German Law Research Guide at http://guides.library.harvard.edu/GermanLaw.

852 RARE: David Sewall: Lawyer, Federal Judge, Weather Aficionado

It’s spring break at Harvard, although March can bring decidedly un-springlike weather to New England. After an unusually mild winter (except for one weekend of record-breaking cold), the first weekend of spring break started off as mild and sunny as a fine day in late April, and is now, well, very March-like. Weather is a perennial topic of conversation in New England (and everywhere else?). It affects us all and is a topic of conversation anyone can participate in and on which everyone seems to have an opinion.

Of all seasons, winter is perhaps especially ripe for discussions, whether one is marveling at, cursing, or boasting about record snowstorms, record cold, unseasonable warmth, and everything in between. Not surprisingly there’s nothing new about the weather as a rich source of conversation. As we approach the vernal equinox on March 20th this year, here’s a glimpse into the meteorological musings of David Sewall (1735-1825). Sewall was a 1755 Harvard graduate (and classmate of John Adams), a lawyer, and a judge, appointed by George Washington to the U.S. District Court for the District of Maine in 1789, a position he held until his resignation in 1818.

Historical & Special Collections has a letter from Sewall, written from his home in York, Maine (then part of Massachusetts) to an unidentified correspondent, on January 17, 1795.

HOLLIS 2204095_p1

Sewall begins with the acknowledgement of a small book, then talks of politics. But soon the topic of the weather slips in, when in the third or fourth line, he comments: “The month of December as to mildness and agreeableness of weather has surpassed any that the most ancient among us, can recollect. We have now scarcely enough for slaying [sleighing] ….” Shortly thereafter Sewall turns back to politics and government, pondering Alexander Hamilton’s intention to resign as Secretary of State at the end of the month. He mentions meeting and conversing with the Rev. David Osgood (1747-1822) in a public house in Woburn (Mass.) and discusses court and legislative issues. But the next day, a Sunday, when he picks up his pen to continue the correspondence, his opening line sets the tone for most of the rest of the letter.

HOLLIS 2204095_p2-3

“Last Evening we had a pretty fall of light snow … The cold increases and N.N.W. wind blows about the Snow considerably this Evening.” He asks “how comes it that we ever have snow?” and launches into a long, detailed, and thoughtful musing on trade winds, precipitation, temperatures, and weather patterns along the eastern coast of the United States. He marvels at having “known the thermometer to be at 6° below 0 and in less than 9 hours to be above the freezing point” and notes that “I have known the snow to dissolve faster toward the close of Winter with a Southerly Wind of 24 hours (or a little longer) continuance than with a moderate Rain, of the same duration.” Had he lived in our era, the good judge from Maine may have settled down at the end of a long day to watch the Weather Channel.

SEC Filings – New Research Guide

A new Library Research Guide on how to find SEC filings using the tools and resources available here at Harvard Law School and the web is now available.  Learn about the core filings U.S. public companies make, the databases you can use to find specific filings or search across the data to identify companies, industries, and trends.  See my guide at http://guides.library.harvard.edu/SEC_Filings and please contact me, Tim McAllister, directly if you have any feedback.

The Library has many other guides on various topics of legal research.  Let us know if you have any suggestions for others.

German Corporate Law: New Bilingual Resource

One of the law library’s newest bilingual acquisitions is Standardvertragsmuster zum Handels- und Gesellschaftsrecht: Deutsch-Englisch (German-English Standard Forms and Agreements in Company and Commercial Law), by Dr. Dieter Stummel.  It is available in print in the law library under the call number KK2052.2 .S78 2015.

The 2015 5th edition includes many examples of documents that modern companies need to conduct their business under Germany’s corporate laws. These include registration applications, distribution and licensing agreements, corporate agreements and documents, sales and purchase agreements, real estate agreements, loan agreements, and employment agreements.  It also includes a selection of sample arbitration clauses.

The book uses a dual-column format, with the German text in the left column and its corresponding English text directly next to it in the right column:

 

 

 

 

 

 

 

 

 

 

 

This helpful dual-column format can also be found in some online language sources.  A great example of this is the Linguee online legal dictionary.  This source, which is available for German and more than 20 other languages,  is especially helpful if you are trying to understand a legal term in a particular context.  When you search for a term, the results list includes excerpts from legal and other texts that include the term you entered.  A translation is provided for each excerpt directly in the corresponding column position.

 

 

 

 

 

 

 

 

 

 

Check out the law library’s German Law Research Guide for more information about researching the German law.

Register for Summer Success!

Photo by marcomagrini

Photo by marcomagrini. CC BY-NC-ND 2.0

Our annual Summer Success program will be held from 3pm to 5pm on Thursday, April 4th.

Find out how to hit the ground running as you begin your summer or permanent job. Whether you are entering the public or private sector, employers are operating with fewer resources than ever with a constant eye on results. This program will help you prepare for the types of assignments you will receive as you begin to apply what you have learned in law school to your new job.

Select up to two sessions offering practical tips on efficient legal research strategies in a variety of areas as well as concrete strategies for success on the job, including how to tackle a new assignment, interact with supervisors, obtain constructive feedback, and gain the most from your job opportunity.

For registration and other information, visit: http://hlssummersuccess.weebly.com/

Cosponsored by the HLS Library and the Program on the Legal Profession. Kindle door prizes provided by LexisNexis and Bloomberg Law. Please contact George Taoultsides, gtaoultsides@law.harvard.edu, with questions.

A Legal Look at the Disney Purchase of Lucasfilms

Image by Thomas Hawk

As you may have heard, earlier this week, The Walt Disney Company announced its plans to purchase Lucasfilms Ltd for a purchase price of $4.05 billion with half being paid in cash and the other half in stock with Skadden, Arps and Latham & Watkins serving as legal counsel. Reading about the deal made me curious about each of the companies and the terms of the transaction, so I did a little research.

As a large, publicly-traded company, the Walt Disney Company is easy to research. While it is easy enough to pull up their company filings with the SEC’s EDGAR system, the company also has an entire Investor Relations section of their website, which provides easy access to the Company’s Certificate of Incorporation, Bylaws, and Board of Directors information. On the other hand, since Lucasfilms Ltd. is solely owned by George Lucas, it is bit more difficult to find information about the company, but some is still available. The company’s website provides information on the various divisions underneath the Lucasfilms Ltd. umbrella and basic information about the company’s status and formation date is available through the California Secretary of State website. Those interested in learning more about the terms of the transaction can check out the 8-K filing made by the Walt Disney Company on October 30th, announcing the transaction.

The transaction raises some other interesting legal issues beyond the structure of the deal itself too. Some have already voiced concerns that the sale to Disney will usher in a new, less welcoming, approach to fan fiction. Lucasfilms has been fairly open to fans creating their own Star Wars-related works. The company has even hosted The Official Star Wars Fan Film Awards and released tools to make it easier for fans to remix Star Wars content (you can read Professor Lawrence Lessig’s thoughts on it, and the terms users had to agree to in order ot use the tools, here). This policy has led to some fun creations, such as this ad for the Law Office of Lando Calrissian. Based on past enforcement actions, some believe Disney will be less receptive to these types of works. Another interesting aspect of this deal is that George Lucas has announced that he plans to put the majority of his proceeds from this sale into a foundation to work on funding education initiatives, which leads to interesting questions about how he may structure such a donation.

For now, more information probably won’t become available unless and until the deal passes Hart-Scott-Rodino review and is finalized, but in the meantime, you can continue your legal contemplation of Star Wars by reading this analysis of whether Han was legally justified in shooting Greedo from the Legal Geeks (since we all know Han shot first).

March Legal Research Classes

Throughout the spring semester Harvard Law School librarians will be offering several 15-minute information sessions and 45-minute legal research classes on various topics for Harvard Law School students. These classes are a great way to get started on a writing project or just develop your legal research skills for work on a journal, in a clinic or at a new job. Sign up information for all classes is available here: http://bit.ly/hlsltraining

The following classes will be offered in March:

15-Minutes
Law, Science & Technology Quickie Research
Tues 3/1 12:30 – 12:45
Location: L403 (Library 4th Floor – Reference Desk)
Interested in Law, Science & Technology ? Attend a quickie training designed to help you find relevant books, articles, videos and other materials.
Contact: Mindy Kent, mkent@law.harvard.edu

Criminal Justice Research Quickie
Wed 3/9 12:30 —12:45
Location: L403 (Library 4th Floor – Reference Desk)
Interested in Criminal Justice? Attend a quickie training designed to help you find relevant books, articles, videos and other materials.
Contact: Janet Katz, katz@law.harvard.edu

Choosing a Paper Topic
Fri 3/11 12:30 – 12:45
Location: L403, (Library 4th Floor – Reference Desk)
Looking for a topic for your paper? Join the library for a 15-minute review of useful resources and some tips for making the process as painless as possible.
Contact: Lisa Junghahn, ljunghahn@law.harvard.edu

International & Comparative Quickie Research
Wed 3/23 12:30 – 12:45
Location: L403 (Library 4th Floor – Reference Desk)
Interested in International & Comparative Law? Attend a quickie training designed to help you find relevant books, articles, videos and other materials.
Contact: Carly Spina, cspina@law.harvard.edu

Finding and Mining SEC Filings
Mon 3/28 12:30 – 12:45
Location: L403 (Library 4th Floor – Reference Desk)
Come learn how to find and mine SEC filings to commit acts of good and evil, whether it’s helping take a company public (S-1) or co-opting M&A agreements.
Contact: Lisa Junghahn, ljunghahn@law.harvard.edu

45-Minute
Save Time: e-Research Workshop
Tues 3/22 12:30 – 1:15
Location: L233 (Library 2nd Floor – Computer lab)
Paper due tomorrow? Come learn fast research techniques. Learn how to navigate the HLS Library catalog and other resources.
Contact: Carly Spina, cspina@law.harvard.edu

Tools and Tips for Getting Published
Thurs 3/31 4:00 – 5:00
Location: L233 (Library 2nd Floor – Computer lab)
Thinking about trying to publish in a law journal? Many law students have! Join the library in exploring the tools you can use to make the process of submitting an article for publication easier.
Contact: Michelle Pearse, mpearse@law.harvard.edu

Learn to Get the Deal Through

Harvard now has Getting the Deal Through:
http://nrs.harvard.edu/urn-3:hul.eresource:getdealt

Getting the Deal Through provides international comparative guides to law and regulation in 43 practice areas and more than 100 jurisdictions containing concise explanations to the most important legal and regulatory matters that arise in business deals and disputes worldwide.

This librarian’s personal favorites of the day:

• Banking Regulation
• Corporate Governance
• Mergers & Acquisitions
• Private Equity Fund Formation
• Securities Finance

There is so much to know. For example, I just learned that in India shareholders have the power to propose a resolution for the appointment or removal of a director. Shareholders (at least 100 of them or any number of shareholders holding at least 10 per cent of the paid-up share capital) can require a company to convene an extraordinary general meeting (EGM) in which the necessary resolutions could be adopted.

United States v. Bernard L. Madoff

The Department of Justice has a good page up with links to PDFs of court documents from the high-profile United States v. Bernard L. Madoff criminal case.

Among these documents are briefs, motions, orders, the criminal complaint, and a transcript of the proceedings from last Thursday, in which Mr. Madoff pled guilty to securities fraud, investment adviser fraud, mail fraud, wire fraud, international money laundering to promote fraud in the sale of securities, international money laundering to conceal the proceeds of fraud in the sale of securities, money laundering, making false statements, perjury, making a false filing with the Securities and Exchange Commission, and theft from an employee benefit plan.

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