Business Entities, 3 vols.

• Author: Herron, James M.

by Arthur Norman Field and Morton Moskin Reviewed by James M. Herron

What a shame for my clients that this wonderful three volume deskbook did not exist when I started practicing corporate law 35 years ago. New York and Delaware Business Entities: Choice, Formation, Operation, Financing and Acquisitions is simply the best hands-on, practical reference source I have ever encountered, and I recommend it highly to all Florida corporate lawyers, including in-house counsel, who give advice on New York and Delaware corporate issues (and who of us does not?).

This work, edited under the supervision of Arthur Norman Field and Morton Moskin, both distinguished corporate lawyers at Shearman & Sterling and White & Case, respectively, benefits tremendously by virtue of excellent, uniformly well written advice, intelligently presented, by experts in their fields. Thirty-nine authors, including four from Delaware and two from Massachusetts, have written 36 chapters spanning every important aspect of corporate practice, such as the formation, organization, management, operation, termination, and dissolution of New York and Delaware corporations, partnerships, and limited liability companies; REITS; Delaware and Massachusetts business trusts; domestic and overseas investment funds; corporate governance; tender offers and responses; mergers and acquisitions; financing (public, nonpublic, and project); insurance and indemnification. Every chapter begins with a very thorough scope note describing its contents and almost every chapter contains a number of useful forms, all of which are included with identical text and punctuation on two diskettes accompanying the set.

The chapters on public financing, nonpublic financing, and project finance by Richard F. Langan, Jr., A. Sydney Holderness, Jr., and Eugene W. Goodwillie, Jr. and Troy Alexander represent the best presentation of this complex material I have ever seen. In Public Financing Mr. Langan reviews factors to be considered in whether to utilize...