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Corporate Governance Research Guide: Legal Databases

Legal Databases

WESTLAW

  • Principles of Corporate Governance: Analysis and Recommendations by the American Law Institute “This work provides comprehensive treatment of corporate law and examines the duties and responsibilities of directors and officers of business corporations to both the business and its shareholders.”
  • CCH Corporate Governance Guide “offers detailed discussion and analysis of a wide range of corporate governance topics, including: boards of directors, executive compensation, proxies, meetings and elections, fiduciary duties, periodic reports, individual liabilities, insider transactions, SEC practice and enforcement, mergers and acquisitions, and international considerations. Additionally, the Guide has state business law summaries for all 50 states, the District of Columbia and Puerto Rico, organized by topic and state to facilitate comparison of the law across multiple jurisdictions.” 
  • Practical Guide to Corporate Governance & Accounting: Implementing the Requirements of the Sarbanes-Oxley Act “This title analyzes the Sarbanes-Oxley Act, which implemented oversight of auditors of publicly held companies and required financial disclosures to ensure accountability for such entities.”
  • Fletcher Cyclopedia of the Law of Corporations “is widely recognized by attorneys and courts as the leading authoritative source of guidance in all matters of corporate law. It is the most comprehensive and most frequently cited corporate law resource available. For a century, it has helped attorneys and judges analyze the entire range of legal issues facing a corporation under state and federal law during the corporation's life cycle.” Chapter 15 covers corporate governance and chapter 16 covers executive compensation
  • Practical Law on Westlaw “is a tool that provides practice notes, standards documents and clauses, checklists, articles, and updates on legal topics and issues.  By searching for:  ti(“corporate governance") results in 95 hits that contain overviews, practice notes, standards, articles and legal updates.” Also, there is a Corporate and M & A Practice Center by Practical Law that “offers practice-oriented explanations and analysis, model documents and clauses, checklists, and updates on recent legal developments.
  • Westlaw Law Reviews and Journals – Use the advanced search function and search in the title field for key words like “corporate governance”, “executive compensation”, ESG, etc. Further narrow the search by date.

LEXIS

  • Lexis Business Law Monographs This resource consists of “38 one-volume monographs, written by legal experts, covering various areas of business law, with a special slant towards in-house counsel.” Monograph E5 covers Executive Compensation.
  • Corporate Governance Law and Practice Editors: Amy L. Goodman; Bart Schwartz This treatise “examines all aspects of corporate governance. Corporate Governance: Law and Practice (COGOLP file) addresses the major policies embodied in legislation, case law, state and federal regulations, stock market listing requirements, and best practices guidelines concerning the rights of shareholders and the obligations of the managers and directors who run and oversee companies on their behalf.” Chapters 15 and 16 cover Executive Compensation.
  • Getting the Deal Through: Corporate Governance This resource is “a summary of the pertinent aspects of company law and corporate governance practices worldwide, provided by local experts and touching upon: sources of governance rules and practice, government agencies and shareholder activist groups, rights of shareholders, voting rights and requirements, shareholders' duties and liability, anti-takeover devices, restricted stocks and corporate control, compulsory share repurchase rules, board structures, legal duties of the board, executive and non-executive directors, enforcement actions against directors, standards of care and prudence, remuneration and disclosure and reporting requirements.”
  • Executive Compensation & Employee Benefits This resource “examines pay and compensation regulation affecting executives, employees and companies in major jurisdictions worldwide. Topics covered include: common provisions of employment agreements; corporate governance requirements; prohibited compensation; executive compensation disclosure rules; incentive and equity compensation; mandatory benefits; termination limits and requirements; post-employment restrictive covenants; pensions and retirement benefits and change in control issues.
  • Lexis: Law Reviews and Journals – Use the advanced search function and search in the title field for key words like “corporate governance”, “executive compensation”, ESG, etc. Further narrow the search by date.

Wolters Kluwer (VITALLAW)

  • VitalLaw Research Corporation Law Suite on (not accessible remotely) “Resources within the VitalLaw Securities and Corporate Law content collection are organized across three main topics based on predominant SEC practices: Governance & Compliance, Litigation & Enforcement Issues, and Transactions & Activities” “Expert analysis — Insights from leading practitioners on all aspects of corporation law, including Folk on the Delaware General Corporation Law by Edward P. Welch, Robert S. Saunders, Jennifer C. Voss and Allison L. Land, and Delaware Law of Corporations and Business Organizations by R. Franklin Balotti and Jesse A. Finkelstein. Time-saving Smart Charts allow practitioners to research and compare corporation law provisions by topic across jurisdictions with search results displayed in an easy-to-use chart.”