Vanderbilt Law Review

First Page



The years since World War II have brought extensive developments in the field of corporation law and practice. Many states have enacted a completely new corporation statute' or a new blue sky law. At the same time, "federal corporation law" and federal securities regulation have grown substantially. Legislatures and courts in many states have given some recognition to the distinctive problems of the close corporation. A number of highly publicized proxy fights have spurred developments in the law applicable to the proxy system. Some courts have enunciated interesting legal principles applicable to the sale of corporate control. And just last year Congress amended the Internal Revenue Code to authorize the creation of a new hybrid form of business organization (with potentialities for tax advantage) usually referred to as the "tax-option corporation." Naturally these developments have sparked the preparation and publication of a rather vast amount of literature; much has come off the press during the last three or four years. A noteworthy characteristic of most of this literature is an emphasis on "preventive law" and on the planning and drafting aspects of corporate practice. This article lists and discusses briefly books and other important materials published in the United States since mid-1956. Reference is made to books scheduled to appear in the next few months whenever publishers are willing to disclose their plans.