Corporations law
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)
* 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 do 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.
In the
United States, corporations are generally
incorporated, or chartered, under the laws of a particular
state. The corporate law of a corporation's state of incorporation generally governs that corporation (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. The
federal laws of the United States and local law may also be applicable sources of corporate law.
*
Business ethics*
Corporate crime*
Corporate Lawyer*
Corporate personhood*
Delaware corporation*
European Company Statute
