Corporations law
From Wikipedia, the free encyclopedia
 |
| Business law |
|---|
| Business organizations |
| Basic forms: |
| Sole proprietorship |
| Corporation |
| Partnership (General · Limited · LLP) |
| Cooperative |
| USA: |
| Business trust · LLC · LLLP Series LLC Delaware corporation Nevada corporation |
| Commonwealth/Ireland/UK: |
| Limited company (By shares · By guarantee) (Public · Proprietary) |
| Civil law countries: |
| AB · AG · ANS · A/S · A/S |
| K.K. · N.V. · OY · S.A. · GmbH |
| European Company Statute |
| Doctrines |
| Corporate governance |
| Limited liability · Ultra vires |
| Business judgment rule |
| De facto corporation and corporation by estoppel |
| Piercing the corporate veil |
| Related areas of law |
| Contract · Civil procedure |
Corporations law or corporate law is the field of law concerning the creation and regulation of corporations and other business organizations. A corporation is a legal entity that is legally treated, in certain instances, as a person; the corporation can own property, execute contracts, sue, and be sued. In British practice, corporate law is more often called company law.
Corporate law also includes the law governing the relationships among various constituents of a corporation such as shareholders, directors and management. By way of illustrative example, the following are questions of corporate law:
- Under what circumstances may a corporation engage in a transaction (such as renting property) with a director? (see: conflict of interest, Duty of Loyalty)
- How are the directors and officers of a corporation chosen?
- What responsibilities does a director, an officer, or a majority shareholder owe to the corporation or to other shareholders? (see: fiduciary duty)
- What actions may be undertaken by the officers of a corporation in their capacity as such, and what actions require the approval of the directors or of the shareholders? (see: corporate governance)
- How may one corporation merge, consolidate with, or otherwise acquire another?
- What are the procedures for calling and holding a meeting of the shareholders or of the directors of a corporation?
- How may a corporation be dissolved, and what are the consequences of dissolving it?
- How may a corporation issue stock, and what rights does a shareholder have with respect to the corporation?
Corporate law also sometimes includes securities laws, which govern the conditions under which corporations can issue shares and is aimed at preventing fraudulent offering schemes.
Corporate law is generally considered to be distinct from the fields of law that are principally concerned with the relationship between a corporation and a third party, such as commercial law, antitrust law, and environmental law.
[edit] Corporate law in the United States
In the United States, corporations are generally incorporated, or organized, under the laws of a particular state. The corporate law of a corporation's state of incorporation generally governs that corporation's internal governance (even if the corporation's operations take place outside of that state). The corporate laws of the various states differ - in some cases significantly - from state to state, as a result of which corporate lawyers are often consulted in an effort to determine the most appropriate or advantageous state in which to incorporate, and a majority of public companies in the U.S. are Delaware corporations.[1] The federal laws of the United States and local law may also be applicable sources of corporate law.
[edit] See also
- Business ethics
- Company (law)
- Corporate crime
- Corporate Lawyer
- Corporate personhood
- Delaware corporation
- European Company Statute
