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BUSINESS FORMATION LAW

This section provides information related to the numerous laws that affect business entities, including laws that apply to businesses generally as well as laws specific to the various business forms.

Although the term “corporation” is frequently used as a catch-all term to relate to any business entity, a corporation is a specific type of business entity, which is subject to different rules and laws than other types of business entities. In fact, a business entity may take any number of forms, and small start-up companies may begin as a sole proprietorship, partnership, limited liability company or limited liability partnership, all of which are different types of business entities that can be formed in virtually all states. The common thread that connects the various types of business entities is the fact that the law recognizes the existence of the entity and treats the entity as a legal "person" that has standing to sue and be sued, separate and apart from its stockholders, members or owners.



Below are some articles addressing various issues in Business Formation Law:

Intellectual Property and Information Technology Due Diligence in Mergers and Acquisitions: A More Substantive Approach Needed*
By: Martin B. Robins


Abstract:
This paper addresses both theoretical and practical considerations impacting the conduct of intellectual property (IP) and information technology (IT) due diligence in the context of merger/acquisition transactions. Both the author’s own experiences in practice, and major authorities are used to develop not only "nuts and bolts" guidance to practitioners and executives dealing with pending or proposed matters, but also a normative analysis intended to assist judges and commentators with the shaping of standards used in adjudication and possibly, legislation. The discussion of authorities emphasizes recent developments such as the U.S. Supreme Court's decisions in Grokster and KSR and the pending Viacom v. YouTube suit under the DMCA, and touches upon the Bilski case which was decided by the U.S. Federal Circuit as the paper went to press. The discussion also focuses upon evaluation of recently-introduced business practices such as interactive websites inviting public comments, business method patents and commercial use of digital entertainment technology.

*The paper is reprinted from its original location in the Journal of Law, Technology and Policy with permission of both the author and the journal.

Full citation: Robins, Martin B., Intellectual Property and Information Technology Due Diligence in Mergers and Acquisitions: A More Substantive Approach Needed (2008). Journal of Law, Technology and Policy, p. 321, 2008; Technology, Law & Culture Research Paper No. 09-006.